Common use of Termination Upon Death or Disability Clause in Contracts

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment ifis terminated due to his Disability, in Executive or his estate or his beneficiaries, as the reasonable opinion case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through the date of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume termination of Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death employment, (ii) any unpaid or other termination of employment by virtue of disability unreimbursed expenses incurred in accordance with this Section 4.1hereof, Executive (or Executiveiii) any benefits provided under the Company’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or employee benefit hereunder on and after the effective date of the plans upon a termination of employment other than employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Salary and other benefits earned and accrued under this Agreement Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination)occurred; (iiv) a cash payment an amount equal to the target Annual Bonus, prorated portion to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Annual Bonus at Company, but in no event later than March 15 of the “target” level for fiscal year following the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminates; such termination occurred (iiisubject to Section 7.15 of this Agreement) elimination and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of any exclusively time-based vesting conditions on any restricted stock, restrictions and all stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as may otherwise be provided to set forth in this Section 4, the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive during such twelve (12) month period; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockthe Executive (or, stock option or other equity awards in the Company he had been granted case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he then continues received reimbursement for pursuant to hold, Section 3.4 herein for a period of twelve (12) months following such termination and Company shall continue to pay for the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect foregoing in accordance with their terms, except Section 3.4 herein as may otherwise be provided to the contrary in the applicable award agreements)if no such termination had occurred; and (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If Executive dies during This Agreement and the Term, the obligations of the Company to or with respect to Executive Executive’s employment shall terminate in their entirety except as otherwise provided under this Section 4.1upon Executive’s death. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)disabled, the Company shall have the right, to the extent permitted by law, to may terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate this Agreement and Executive’s employment ifby written notice to Executive. For purposes hereof, in the reasonable opinion of a qualified physician acceptable “disability” shall be defined to the Company, it is substantially certain that Executive will be able to resume mean Executive’s inability, due to physical or mental incapacity, to substantially perform his duties on and responsibilities under this Agreement for a regular full-time basis within 30 period of 60 consecutive days from the date of such disability as determined by an approved medical doctor selected by the mutual agreement of the date Executive receives notice of such terminationparties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the effective date of termination termination, which shall be paid or provided to the Executive on or before the time required by law but in no event more than 30 days after the effective date of termination; (ii) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto (and any applicable laws and regulations); and (iii) reimbursement under this Agreement for expenses incurred prior to the effective date of termination); (ii) a cash payment equal , subject to the prorated portion terms of this Agreement and the policies applicable thereto (collectively, the “Accrued Benefit”). This Agreement shall otherwise terminate upon the effective date of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s termination of employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month periodperiod in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiB) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards; provided that, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathtermination of employment due to Disability, the Executive will only be entitled to receive the payment and accelerated vesting set forth in this clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 4 or under Section 3.7, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (Aiii) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, Section 3.7 shall apply in accordance with its terms and (Biv) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (ii)(B) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or Disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited). Any payments that the Executive is entitled to receive pursuant to clause (i) of the third sentence of this Section 4 shall be made by the Company in a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) of the third sentence of this Section 4 shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination of employment due to death or Disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion annual bonus that, in the absence of the Annual Bonus at the “target” level such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, pursuant to the extent then unvested (it being expressly understood Plan held by the Executive shall fully vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their termsbecome immediately exercisable, except as may otherwise be provided applicable, and subject to the contrary in the applicable award agreements)terms of such awards; and (iv) in the event of Executive (or the Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s 's long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executivethe Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that provided, that, the Company will have no right to terminate the Executive’s 's employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s 's duties on a regular full-time basis within 30 90 days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date Effective Date of the termination of employment other than (i) Annual Base Salary and other benefits benefits, including payment for accrued but unused vacation (but excluding any bonuses except as provided in the bonus plan or in clause (ii) below) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the date of termination); (ii) a cash payment equal to all equity awards held by the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive shall become fully vested and exercisable; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option this Agreement shall otherwise terminate upon such death or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood termination of employment and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise there shall be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights with respect to any other compensation or benefits the Executive hereunder on or after (except as provided in Section 7.8). For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4 constitute liquidated damages for termination of employment, or any other rights hereunderhis employment during the Term upon death.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive's bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for the lesser of six (6) months following such termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) for a cash payment equal period of three years after termination of employment, the Executive (if applicable), and in the event of his death, his spouse and his dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination, provided that, the Company shall in no event be required to provide any benefits otherwise required by this clause (ii) after such time as the prorated portion Executive becomes entitled to receive benefits of the Annual Bonus at same type from another employer or recipient of the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates's services; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clause (i), stock option or other equity awards the Executive shall receive an amount equal to the annual bonus that, in the Company he had absence of such termination, would have been granted payable for the fiscal year in which he then continues to holdtermination occurs, to payable at such time as would have applied in the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards (including, without limitation, stock options and restricted stock) held by the event of Executive’s deathExecutive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company's plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.17.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will shall have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will shall be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.17.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit benefits hereunder on and after the effective date of the termination of employment other than (ia) the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (iib) a lump sum cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year calendar year in which Executive’s employment hereunder terminates; (iii) elimination , prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); performance year (iv) but in no event shall the event amount of the bonus payable to Executive be greater than the prorated portion of Executive’s deathTarget Annual Bonus for such year), (A) a cash payment equal to two months payable at the same time as annual bonuses of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to other senior executives of the Company generally (if and as Company, but in effect from time to time) during no event later than March 15 of the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights year with respect to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderwhich such Annual Bonus is payable.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company has a Separation from Service due to his death or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)Disability, the Company shall have the right, pay to the extent permitted by law, to terminate the employment estate of Executive upon notice in writing or to Executive; provided that , as the Company will have no right case may be, within fifteen (15) days following Executive's Separation from Service due to terminate death or Disability, all amounts then payable to Executive pro-rated through the date of Executive's Separation from Service pursuant to Section 3, the amount of any earned but unpaid Cash Incentive Pay pursuant to Section 4.02 above, the amount of any accrued but unused vacation under Section 6.05 above for the year in which the Separation from Service occurs and any reimbursable amounts owed to Executive under Section 7 above (the “Accrued Obligations”). In addition, contingent upon Executive (or in the case of Executive’s employment ifdeath, Executive’s estate) executing and not revoking a separation agreement, including a general release of claims, in the reasonable opinion of a qualified physician form and substance reasonably acceptable to the Company, it is substantially certain that Executive will be able the Company shall pay to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, Executive’s estate), at the time contemplated by the Annual Cash Incentive Plan, such Cash Incentive Pay, if any, to which he would have been entitled under the terms of the Annual Cash Incentive Plan had Executive remained in the employ of the Company for the entire fiscal year in which such termination occurs. Further, all outstanding equity rights held by Executive (Aincluding without limitation stock options, restricted stock, restricted stock units and other time-based equity rights) shall become vested on a cash payment equal pro rata basis to two months reflect the portion of the vesting period that had elapsed prior to Executive’s Separation from Service. Any stock options and other awards in the nature of rights that may be exercised that are vested or become vested pursuant to the preceding sentence shall expire on the earlier of (i) the one-year anniversary of Executive’s Annual Salary payable no later than 10 days after such terminationSeparation from Service, and or (Bii) continuation their regular termination date. Performance-based equity awards shall be earned on a pro rata basis to reflect the portion of the vesting period that had elapsed prior to Executive’s spouse Separation from Service, based on an assumed level of performance at target level, and dependents shall be paid within thirty (30) days of fully paid health insurance benefits under the CompanyExecutive’s health plans and programs applicable to senior executives of the Company generally (if and as in effect Separation from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderService.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-12 month period)period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiC) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditionsii) will continue in effect Section 3.7 shall apply in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, its terms and (Biii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive This Agreement shall terminate in their entirety except automatically upon Executive's death. In the event of termination of Executive's employment as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue a result of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)death, the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual continue to pay to Executive's estate, on a monthly basis, his Base Salary for a period of six (6) months from the date of death and (ii) any other benefits earned and amounts earned, accrued or owing to Executive under this Agreement prior to through the date of termination (death but not yet paid. Furthermore, all stock options vested at the time of death shall remain exercisable for the remainder of the terms relating to such stock options. This Agreement shall terminate at the option of the Company if Executive shall suffer "disability." For purpose hereof, "disability" shall be defined to mean Executive's inability, due to physical or mental incapacity, to substantially perform his duties and reimbursement responsibilities under this Agreement for expenses incurred prior to a period of sixty (60) days from the date of termination); such disability as determined by an approved medical doctor selected by the mutual agreement of the parties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. The Company shall notify Executive in writing of its decision to terminate this Agreement due to Executive's disability. In the event of termination of Executive's employment as a result of "disability," the Company shall (i) pay to Executive, on a monthly basis, for a period of six (6) months from the date of disability, an amount equal to his monthly Base Salary minus any monthly payment received by Executive from any Company purchased disability policy and (ii) continue Executive's participation in Company benefit plans in which he participated immediately prior to such termination for a cash payment period equal to the prorated portion lessor of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two twelve (12) months of Executive’s Annual Salary payable no later than 10 days after such termination, and or (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives remainder of the Company generally (if and as in effect from time to time) during term of this Agreement. Furthermore, upon any such termination by reason of "disability," all vested stock options shall remain exercisable for the one year following the date remainder of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertheir respective terms.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion annual bonus that, in the absence of the Annual Bonus at the “target” level such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any awards (including, without limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, and subject to the extent then unvested (it being expressly understood terms of such awards; and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company's plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month periodperiod in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiB) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards; provided that, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathtermination of employment due to Disability, the Executive will only be entitled to receive the payment and accelerated vesting set forth in this clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 4 or under Section 3.8, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (Aiii) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, Section 3.8 shall apply in accordance with its terms and (Biv) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (ii)(B) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or Disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited). Any payments that the Executive is entitled to receive pursuant to clause (i) of the third sentence of this Section 4 shall be made by the Company in a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) of the third sentence of this Section 4 shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination of employment due to death or Disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Base Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to his Base Salary; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to the prorated portion value of the Annual Bonus at highest bonus earned by the “target” level Executive in the one-year period preceding the date of termination, multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iv) health insurance benefits shall continue for the Contract Year Executive (and/or his covered dependents, if applicable) for a period of six months; thereafter, Executive or partial Contract Year in which Executive’s employment hereunder terminateshis dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (iiiv) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stockawards held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, subject to the extent then unvested terms of such awards; (it being expressly understood and agreed that vi) the treatment of any performance-based vesting conditions (whether or not in tandem with such timelong-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise term incentives shall be provided to the contrary determined in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, reasonable and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives good faith discretion of the Company generally (if and as in effect from time to time) during Compensation Committee of the one year following the date of terminationBoard; and (vvii) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.13(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. 4.1 If the Executive dies during the Term, the obligations Term shall terminate as of the Company to date of death. 4.2 If there is a good faith determination by the Board that the Executive has become physically or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits mentally incapable of performing the Executive's duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of within any consecutive twelve (12-) month periodperiod (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that . 4.3 Upon the Company will have no right to terminate Executive’s employment if, 's death or in the reasonable opinion of a qualified physician acceptable event that Executive's employment is terminated due to the CompanyExecutive's Disability, it is substantially certain that the Executive will be able to resume or the Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s 's estate or beneficiaries in beneficiaries, as the case of the death of Executivemay be, shall be entitled to: (a) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination of the Executive's employment; (and reimbursement under this Agreement for b) any unpaid or unreimbursed expenses incurred prior in accordance with Section 3.5 hereof; (c) any benefits provided under the Company's employee benefit plans upon a termination of employment for such reason, in accordance with the terms contained therein (the payments and benefits referred to in Sections 4.3(a) through 4.3(c) above, collectively, the date of termination"Accrued Obligations"); ; (iid) a cash payment an amount equal to the target Annual Bonus, prorated portion to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Annual Bonus at Company, but in no event later than March 15 of the “target” level for fiscal year following the Contract Year or partial Contract Year fiscal year in which Executive’s such termination occurred (subject to Section 7.15 of this Agreement); (e) for a period of twelve (12) months after termination of employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues subject to hold, a reduction to the extent then unvested the Executive receives comparable benefits from a subsequent employer) (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with the "Continuation Period"), such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to continuing medical benefits for the contrary in Executive and/or the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits 's eligible family members under the Company’s 's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits) during (the one year following "Continuation Benefits"); (f) any unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of performance ("Performance-Based Awards") shall vest based on the terms set forth in the applicable award agreements underlying such Performance-Based Awards; and (g) a prorated portion (based on the number of days of employment since the immediately prior January 1st until the date of termination; the Executive's death or Disability, as applicable, over 365) of the unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of time ("Time-Based Awards") that would have vested on the next vesting date applicable to such Time-Based Awards shall thereupon vest and (v) become free of restrictions and any remaining unvested Time-Based Awards shall be forfeited. 4.4 Following the Executive's death or a termination of the Executive's employment by reason of a Disability, except as set forth in this Section 4, the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that . For purposes of this Agreement, the Executive will only be considered “Disabled” if (i) the Executive is unable by reason of accident or illness (including mental illness) to perform his or her duties with the Company will have no right or its subsidiaries for 60 consecutive days or 90 cumulative days during any six-month period, and the Executive is not expected to terminate Executive’s employment if, recover from such accident or illness in the reasonable opinion reasonably near future as determined in good faith by the Board or (ii) the Executive is eligible by reason of a qualified physician acceptable accident or illness (including mental illness) for long term disability benefits under the Company or its subsidiaries’ policies in effect from time to time. If the Company, it Executive is substantially certain that Executive will be able terminated due to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination by reason of employment by virtue of disability in accordance with this Section 4.1becoming Disabled, (y) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after Annual Salary earned prior to the effective date of the termination of employment other than termination, (iB) Annual Salary and any other benefits earned and accrued under this Agreement prior to the date of termination termination, (C) the pro rata portion of any annual bonus (based on the number of days worked by Executive during such year in which Executive dies or becomes Disabled) that may have otherwise been payable to Executive and (D) reimbursement under this Agreement for expenses incurred prior to the date termination of terminationemployment); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (vz) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. Any payments made pursuant to this Section 4 shall be made within ninety (90) days of the Executive’s separation from service.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate terminates Executive’s employment if, in the reasonable opinion as a result of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death Disability (as defined below), or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or if Executive’s estate or beneficiaries in the case of employment is terminated due to the death of Executive) , then Executive shall have no right become entitled to the Standard Entitlements. Except as provided below, Executive shall not be entitled to receive any compensation severance or other benefits except those (if any) as may then be established under Company’s then existing severance and benefit hereunder on plans and after policies and applicable to all employees at the effective date time of Executive’s death or such Disability. Notwithstanding the termination foregoing, if Executive’s employment is terminated due to the death or Disability of employment other than Executive, then Executive shall be entitled to receive a Severance Payment in an amount which is equivalent to (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date greater of termination the remaining number of months left in the Initial Term or twelve (and reimbursement under this Agreement for expenses incurred prior to 12) months of Executive’s base salary then in effect on the date of termination); , minus (ii) a cash payment the aggregate amount that Employee is entitled to receive under Company’s paid life insurance policy or disability insurance policy, such remaining amount to be payable to Executive in equal to installments (but no less frequently than once per calendar month) for the prorated portion duration of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockSeverance Period, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their termsCompany’s regular payroll cycle, except as may otherwise be provided to beginning on the contrary first payroll date following the date on which the general release referenced in the applicable award agreements); (iv) in Section 7.2 has become effective. In the event of Executive’s death, all such payments contemplated in this Section 7.4 shall be made to such person as Executive will designate in a notice filed with Company or, if no such person is designated, to Executive’s estate. In addition, upon the Disability or death of Executive, Company shall pay (Aor reimburse) a cash payment equal the monthly premiums for the continued benefit of Executive or Executive’s immediate family, as applicable, of group health care coverage continuation pursuant to two months the Consolidated Omnibus Budget Reconciliation Act of 1986, for the Severance Period (in addition to the “Severance Payment” contemplated hereunder, the “Severance Package”). As used herein, the term “Disability” shall mean that Executive has been unable to perform Executive’s duties under this Agreement as the result of Executive’s Annual Salary payable no later than 10 days after such terminationincapacity due to physical or mental illness, and (B) continuation such inability, at least 26 weeks after its commencement, is determined to be total and permanent by a physician selected by Company or its insurers and reasonably acceptable to Executive or Executive’s spouse and dependents legal representative (such Agreement as to acceptability not to be unreasonably withheld.). Termination resulting from Disability may only be effected after at least 30 days’ written notice by Company of fully paid health insurance benefits under its intention to terminate Executive’s employment. In the Companyevent that Executive resumes the performance of substantially all of Executive’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits duties hereunder on or after before the termination of employmentExecutive’s employment becomes effective, or any other rights hereunderthe notice of intent to terminate shall automatically be deemed to have been revoked.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of the Executive’s death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon the Executive’s death or in the event that the Company will have no right to terminate Executive’s employment ifis terminated due to his Disability, the Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary or Annual Bonus for concluded fiscal years, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the reasonable opinion terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) an amount equal to the target Annual Bonus, prorated to reflect the partial year of a qualified physician acceptable employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days but in no event later than March 15 of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in fiscal year following the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminates; such termination occurred (iii) elimination subject to Section 7.15 of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreementsthis Agreement); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (Bv) continuation to for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive’s spouse and dependents of fully paid health insurance benefits eligible family members under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as in effect from time at such costs to timethe Executive) during the one year following the date of termination; and (v) Executive (or, in the case absence of his deathsuch termination. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.14.2. If Executive becomes eligible “disabled” (defined for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonepurposes of this Agreement, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 90 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by lawlaw (including under the Americans with Disabilities Act), to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.14.2, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit benefits hereunder on and after the effective date of the termination of employment other than than: (iA) the Accrued Obligations, as set forth in Section 4.1; (B) any Annual Salary and other benefits Bonus earned and accrued under this Agreement for the Contract Year prior to the date year of termination (and reimbursement under this Agreement for expenses incurred prior to but not yet paid, which shall be paid at the date of terminationsuch Annual Bonus would have been paid had Executive’s employment not been terminated (any such entitlement, including the payment date, an “Accrued Bonus”); ; (iiC) a cash payment equal to the prorated portion (based on the number of complete months employed during the Contract Year) of the Annual Bonus at that Executive would have received had his employment not been terminated (based on the “target” actual level of achievement of the applicable performance goals) for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; , payable at such time as the Annual Bonus would have been paid had Executive’s employment not been terminated, provided, however, that Executive shall not receive the Pro-Rata Bonus if the Company does not pay bonuses to employees generally for such Contract Year (iiisuch entitlement, including the payment date, a “Pro-Rata Bonus”); (D) elimination of any exclusively time-based vesting conditions on any each outstanding unvested restricted stock, stock option or other equity awards award and other incentive award in VICI REIT or the Company he that Executive had been granted and which he Executive then continues to hold, ; and (E) to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathvested equity awards are subject to a restriction on transfer within a specified period following vesting, (A) a cash payment equal to two months such restriction shall be lifted as of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) . Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. . (i) Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on Annual Salary, Vested Options and after the effective date of the termination of employment other than (i) Annual Salary and any other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , including, but not limited to a pro-rata Bonus up to the date of termination (which shall be estimated in good faith based upon the Employee’s quantifiable performance up until Termination) to be paid at such time as Bonuses are ordinarily paid. (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) The Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on the Required Payments; and after Executive shall also be entitled to the effective date of the termination of employment other than following: (i) Annual Salary and other benefits earned and accrued any unpaid annual target bonus under this Agreement Section 3B for the year immediately prior to the date year of such termination (and reimbursement under this Agreement for expenses incurred in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the date time of such termination) and a pro-rated share of Executive’s annual target bonus under Section 3B for the year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which bonus amounts shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or (B) no later than 2 ½ months following the calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination for a cash payment equal to period of one year, which shall be payable in accordance with the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which ExecutiveCompany’s employment hereunder terminatesstandard pay schedules; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of termination due to Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his death, his estate and beneficiariesessential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) shall have no further rights to days in any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertwelve month period.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of within any consecutive 12-month period12‑month period (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1his Disability, Executive (or Executive’s his estate or beneficiaries in his beneficiaries, as the case of the death of Executivemay be, shall be entitled to: (a) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination of Executive’s employment, (and reimbursement under this Agreement for b) any unpaid or unreimbursed expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathSection 3.5 hereof, (Ac) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance any benefits provided under the Company’s employee benefit plans upon a termination of employment for such reason, in accordance with the terms contained therein (the payments and benefits referred to in clauses (a) through (c) above, collectively, the "Accrued Obligations"), (d) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (e) for a period of 24 months after termination of employment (subject to a reduction to the extent the Executive receives comparable benefits from a subsequent employer) (the "Continuation Period"), such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post‑termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits) during (the one year following "Continuation Benefits"), (f) any unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of performance ("Performance-Based Awards") shall vest based on the terms set forth in the applicable award agreements underlying such Performance-Based Awards, and (g) a prorated portion (based on the number of days of employment since the immediately prior January 1st until the date of termination; the Executive's death or Disability, as applicable, over 365) of the unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of time ("Time-Based Awards") that would have vested on the next vesting date applicable to such Time-Based Awards shall thereupon vest and (v) become free of restrictions and any remaining unvested Time-Based Awards shall be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits actually earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion of the Annual Bonus at that, in the “target” level absence of such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any awards (including, without limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, and subject to the extent then unvested (it being expressly understood terms of such awards; and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive (or the Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Upon any termination for Disability under this Section 4, the Executive shall promptly resign from all positions he then holds with the Company and any of its subsidiaries, including but not limited to any membership on the Board or on the board of directors of any subsidiary of the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 30 90 days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary (as in effect on the effective date of such termination) payable no later than 10 30 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) Executive (or, in the case this Agreement shall otherwise terminate upon such death or other termination of his death, his estate employment and beneficiaries) there shall have be no further rights with respect to any other compensation or benefits the Executive hereunder on or after the termination of employment, or any other rights hereunder(except as provided in Section 7.14).

Termination Upon Death or Disability. If Executive dies during (a) Employee’s employment hereunder shall be terminated upon Employee’s death or Employee’s Disability. For purposes of this Section 11, “Disability” shall mean: (i) Employee’s incapacity due to physical or mental illness to substantially perform his duties and the Termessential functions of his position, with or without reasonable accommodation, for a period of at least six consecutive (6) months, as determined by the Board in its reasonable discretion; provided, however, that if Employee shall not agree with a determination to terminate his employment because of Disability, the obligations question of Employee’s Disability shall be subject to the certification of a qualified medical doctor agreed to by the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability and Employee at the Company’s expense; or (ii) Employee has received benefits under the Company’s long-term disability plans and arrangements plan for a period of six (or, if none, if Executive by virtue of ill health 6) consecutive months. (iii) Notwithstanding the foregoing Section 11(a)(i) or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period(ii), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion event that as a result of absence because of mental and physical incapacity Employee incurs a qualified physician acceptable to the Company“separation from service” as provided in Section 7 hereof, it is substantially certain that Executive will Employee shall on such date automatically be able to resume Executive’s duties on a regular full-time basis within 30 days terminated from employment because of the date Executive receives notice of such termination. Disability. (b) Upon death or other termination of employment by virtue of disability in accordance with under this Section 4.111, Executive (Employee or Executive’s estate or beneficiaries in the case of Employee’s death, Employee’s beneficiary, or if none, Employee’s estate, will receive the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the Accrued Benefits. Upon termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (orSection 11, in the case of his (i) Employee’s death, his estate Employee’s beneficiary, or if none, Employee’s estate, shall be entitled to the cash proceeds of the Life Insurance Benefit payable in a single lump sum payment within 30 days following Employee’s death; and beneficiaries(ii) Employee’s Disability, within 30 days following the Termination Date, the Company shall have no further rights transfer ownership of the Life Insurance Benefit to Employee, and Employee shall be responsible for any other compensation or benefits hereunder on or after future premium payments payable thereunder. (c) Effective immediately prior to the termination of employmentEmployee’s employment in those circumstances described above in this Section 11, all outstanding unvested and/or unexercised equity awards held by Employee and previously granted to Employee pursuant to the Emergence Grants shall become 100% vested and 100% exercisable, as applicable, by Employee or any other rights hereunderby Employee’s estate, as applicable, and remain exercisable until expiration of each such award under its original terms and shall be payable, as applicable, in accordance with the terms of each such award.

Termination Upon Death or Disability. If Executive dies This Agreement shall terminate automatically upon Executive's death. This Agreement may be terminated by the Company during the TermEmployment Term in case of Executive's permanent disability (defined as physical or mental inability, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (orconfirmed by a licensed physician, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously all of the duties assigned to him services described herein that continues for at least 120 a period of 180 consecutive or non-consecutive days out of in any consecutive 12365-month day period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, during the Employment Term: (i) the Company shall pay Executive (or Executive’s 's estate or beneficiaries in the case of the death of Executive) shall have no right a lump sum equal to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary annual salary and other benefits earned and accrued under this Agreement prior to the date of termination Termination Date (and reimbursement under this Agreement for expenses incurred prior to the date of terminationTermination Date); ; (ii) a cash payment the Company shall pay Executive an amount equal to the prorated portion of the target Annual Bonus at the “target” level for the Contract Termination Year or partial Contract multiplied by a fraction, the numerator of which is the number of days elapsed in the Termination Year through the Termination Date and the denominator of which is the number of days in which Executive’s employment hereunder terminates; the Termination Year; (iii) elimination all outstanding unvested stock options, restricted stock and other unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of any exclusively time-based vesting conditions on any restricted stock, stock option (1) one year after the effective date of such termination or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions2) will continue in effect in accordance with their termsterms (provided, except as however, that the Board, in its sole discretion, may otherwise be extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided to the contrary in the applicable award agreementsfor herein); ; (iv) in the event of any continued rights and benefits that Executive’s death, (A) a cash payment equal to two months of or Executive’s Annual Salary payable no later than 10 days after such termination's estate or other legal representatives, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits may have under the Company’s health employee benefit plans and programs applicable to senior executives of the Company generally (if upon such death or disability shall be determined in accordance with the terms and as in effect from time to time) during the one year following the date provisions of terminationsuch plans and programs; and and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. 4.1 If the Executive dies during the Term, the obligations Term shall terminate as of the Company to date of death. 4.2 If there is a good faith determination by the Board that the Executive has become physically or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits mentally incapable of performing the Executive's duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of within any consecutive twelve (12-) month periodperiod (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that . 4.3 Upon the Company will have no right to terminate Executive’s employment if, 's death or in the reasonable opinion of a qualified physician acceptable event that Executive's employment is terminated due to the CompanyExecutive's Disability, it is substantially certain that the Executive will be able to resume or the Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s 's estate or beneficiaries in beneficiaries, as the case of the death of Executivemay be, shall be entitled to: (a) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination of the Executive's employment; (and reimbursement under this Agreement for b) any unpaid or unreimbursed expenses incurred prior in accordance with Section 3.5 hereof; (c) any benefits provided under the Company's employee benefit plans upon a termination of employment for such reason, in accordance with the terms contained therein (the payments and benefits referred to in Sections 4.3(a) through 4.3(c) above, collectively, the date of termination"Accrued Obligations"); ; (iid) a cash payment an amount equal to the target Annual Bonus, prorated portion to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Annual Bonus at Company, but in no event later than March 15 of the “target” level for fiscal year following the Contract Year or partial Contract Year fiscal year in which Executive’s such termination occurred (subject to Section 7.15 of this Agreement); (e) for a period of twenty-four (24) months after termination of employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues subject to hold, a reduction to the extent then unvested the Executive receives comparable benefits from a subsequent employer) (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with the "Continuation Period"), such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to continuing medical benefits for the contrary in Executive and/or the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits 's eligible family members under the Company’s 's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits) during (the one year following "Continuation Benefits"); (f) any unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of performance ("Performance-Based Awards") shall vest based on the terms set forth in the applicable award agreements underlying such Performance-Based Awards; and (g) a prorated portion (based on the number of days of employment since the immediately prior January 1st until the date of termination; the Executive's death or Disability, as applicable, over 365) of the unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of time ("Time-Based Awards") that would have vested on the next vesting date applicable to such Time-Based Awards shall thereupon vest and (v) become free of restrictions and any remaining unvested Time-Based Awards shall be forfeited. 4.4 Following the Executive's death or a termination of the Executive's employment by reason of a Disability, except as set forth in this Section 4, the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (or, if none, if plan of the Company for which the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive shall have a cash payment equal non-forfeitable right to, and shall be entitled to receive, the consideration payable to the prorated portion of Executive under the Annual Bonus Merger Agreement with respect to which the Executive's rights were not vested at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; Closing (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards as defined in the Company he had Merger Agreement) and which has not yet been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except paid as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; (iii) the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive all payments that he would have received under the Company's Milestone Incentive Plan if he had remained employed through the Performance Period (as defined in the Milestone Incentive Plan) and (viv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderhereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-non- consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion annual bonus that, in the absence of the Annual Bonus at the “target” level such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any awards (including, without limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, and subject to the extent then unvested (it being expressly understood terms of such awards; and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company's plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1his Disability, Executive (or Executive’s his estate or beneficiaries in his beneficiaries, as the case of the death of Executive) may be, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than be entitled to: (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); Executive’s employment, (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year any unpaid or partial Contract Year unreimbursed expenses incurred in which Executive’s employment hereunder terminates; accordance with hereof, (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be benefits provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the "Accrued Obligations"), (iv) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company's IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and shall be exercisable in accordance with their terms and (vii) a prorated portion (based on the number of days of employment during the one a fiscal year following until the date of termination; and the Executive's death or Disability, as applicable, over 365) of any other unvested outstanding equity (vor equity-based) awards held by the Executive (or, that would have vested in the case fiscal year in which such termination occurs shall thereupon vest and become free of his deathrestrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (or, if none, if plan of the Company for which the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) any Annual Salary and other benefits earned and accrued under this Agreement but unpaid prior to the termination of the Executive's employment, (ii) a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or disability, (iii) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (iv) reimbursement under this Agreement for expenses properly incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion termination of the Annual Bonus Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive (i) payment, at the “target” level for time awards under the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination MRP are otherwise paid, of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in 100% of the Company he had been granted which he then continues to holdMRP award, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationpreviously paid, and (Bii) continuation to Executive’s spouse and dependents of fully payment, at the time the next installment award would otherwise have been paid health insurance benefits under the Company’s health plans and programs applicable to senior executives DRP, of the Company generally (next installment award under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and as based on corporate performance targets actually achieved in effect from time to time) during the one year following the date respect of termination; and (v) that award. The Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderhereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him her for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive her Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive during such twelve (12) month period; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his her death, his her spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which she received reimbursement for pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and Company shall continue to pay for the foregoing in accordance with Section 3.4 herein as if no such termination had occurred; and (iv) the Executive (or, in the case of her death, her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company and the Parent to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company and the Parent shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, Nondiscretionary Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (ii) subject to Section 5.2(c), for a cash payment equal to 30-month period after termination of employment, the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; Executive (iii) elimination of any exclusively time-based vesting conditions on any restricted stockif applicable), stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s his death, his spouse (Aor life partner) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after and his dependents, shall receive such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits continuing coverage under the Company’s group health plans and programs applicable to senior executives of the Company generally they would have received under this Agreement (if and but at such costs no higher than as in effect from time to timeimmediately preceding such termination) during as would have applied in the one year following the date absence of such termination; and (viii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderhereunder (but, for the avoidance of doubt, the Executive shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s 's long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s 's employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s 's duties on a regular full-time basis within 30 days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option this Agreement shall otherwise terminate upon such death or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood termination of employment and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise there shall be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights with respect to any other compensation or benefits the Executive hereunder on or after the termination of employment, or any other rights hereunder(except as provided in Section 7.14).

Termination Upon Death or Disability. If the Executive dies during the Term, this Agreement shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion annual bonus that, in the absence of the Annual Bonus at the “target” level such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any awards (including, without limitation, stock options, LTIP units and restricted stock, stock option ) held by or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood Executive shall fully vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their termsbecome immediately exercisable, except as may otherwise be provided applicable, and subject to the contrary in the applicable award agreements)terms of such awards; and (iv) in the event of Executive (or the Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for six (6) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive during such six (6) month period; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockthe Executive (or, stock option or other equity awards in the Company he had been granted case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he then continues received reimbursement for pursuant to hold, Section 3.4 herein for a period of six (6) months following such termination and Company shall continue to pay for the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect foregoing in accordance with their terms, except Section 3.4 herein as may otherwise be provided to the contrary in the applicable award agreements)if no such termination had occurred; and (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date receive, in a lump sum payment (subject to Section 7.16 of the this Agreement) within 30 days following Executive’s termination of employment other than employment: (ix) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement but not yet paid prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination)) (the “Accrued Benefits”) and (y) a pro rata (based on the number of days employed in the fiscal year of termination) target Annual Bonus for the fiscal year in which his termination occurs; (ii) for a cash payment equal to the prorated portion period of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination 24 months after termination of any exclusively time-based vesting conditions on any restricted stockemployment, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive and/or the Executive’s eligible beneficiaries would have received under this Agreement (and at such costs to the Executive or the Executive’s estate, as applicable) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits) (or, if and as such continuation of subsidized coverage would violate Section 105(h) of the Code, the Company will make monthly payments to the Executive in effect from time an amount so that after payment of taxes on the payments, the Executive retains an amount equal to time) during the one year following monthly premium he is required to pay to continue the date of terminationcoverage); and (viii) all outstanding equity (or equity-based) incentives and awards held by Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms and shall not expire prior to any other compensation or benefits hereunder on or after the termination first anniversary of employment, or any other rights hereunderthe date of termination.

Termination Upon Death or Disability. If the Executive dies during the Employment Term, the Employment Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.17.1. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . For purposes of this Agreement, the Executive will only be considered “Disabled” if the Executive is unable by reason of accident or illness (including mental illness) to perform essential job functions of his position for more than 180 consecutive days with reasonable accommodation that the Company does not cause undue hardship. “Disability” will have no right to terminate Executive’s employment if, in the reasonable opinion of be determined by a qualified physician reasonably acceptable to the Company, it Company and Executive or his legal representatives. If the Executive is substantially certain that Executive will be able terminated due to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination by reason of employment by virtue of disability in accordance with this Section 4.1becoming Disabled, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination of employment, (and B) reimbursement under this Agreement for expenses incurred prior to the termination of employment; (C) payment for any earned but unused vacation days, (D) any other amounts to which Executive is legally entitled to as of the date of terminationhis termination (the amounts in clauses (A) through and including (D) being the “Accrued Amounts”); , and (E) any outstanding options held by Executive to the extent vested as of the date of such termination may be exercised by Executive or Executive’s estate for a period of one year following termination of employment in accordance with this Section 7.1, and (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. Any payments made pursuant to this Section 7.1 shall be made within thirty (30) days of the termination of the Executive’s employment with the Company.

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on the Required Payments; and after Executive shall also be entitled to the effective date of the termination of employment other than following: (i) Annual Salary and other benefits earned and accrued any unpaid annual target bonus under this Agreement Section 3B for the year immediately prior to the date year of such termination (and reimbursement under this Agreement for expenses incurred in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the date time of such termination) and a pro-rated share of Executive’s annual target bonus under Section 3B for the year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which bonus amounts shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or (B) no later than 2 1 ⁄ 2 months following the calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination for a cash payment equal to period of one year, which shall be payable in accordance with the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which ExecutiveCompany’s employment hereunder terminatesstandard pay schedules; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of termination due to Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his death, his estate and beneficiariesessential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) shall have no further rights to days in any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertwelve month period.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment the Executive shall be entitled to receive an amount equal to his Annual Salary for the prorated portion remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminatessuch termination occurs; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clauses (i) and (ii), stock option the Executive (or other equity awards the Executive’s estate or beneficiaries in the Company he had been granted which he then continues to hold, case of the death of the Executive) shall receive an amount equal to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not annual bonus that, in tandem the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards pursuant to the event of Executive’s deathPlan held by the Executive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 30 ninety (90) days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary (as in effect on the effective date of such termination) payable no later than 10 thirty (30) days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) Executive (or, in the case this Agreement shall otherwise terminate upon such death or other termination of his death, his estate employment and beneficiaries) there shall have be no further rights with respect to any other compensation or benefits the Executive hereunder on or after the termination of employment, or any other rights hereunder(except as provided in Section 7.14).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive services arrangement hereunder upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days . Upon termination of the date Executive receives notice of such termination. Upon services arrangement hereunder due to death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Guaranteed Payment and other benefits (including any allocations for a fiscal year completed before termination of this Agreement and the services arrangement hereunder but not yet paid (the “Prior Year Allocations”)) earned and accrued under this Agreement prior to the date of termination, as well as any allocations (the “Partial Year Allocations”) under Sections 3.2 and 3.3 of this Agreement for any portion of a fiscal year completed before termination and earned and accrued but not yet paid under this Agreement prior to the termination of the services arrangement hereunder (and reimbursement under this Agreement for expenses actually incurred prior to the date termination of terminationthis Agreement and the services arrangement hereunder); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to the prorated portion Guaranteed Payments that would have been paid to him for the remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminatesthe termination occurs; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option the Executive (or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his deaththe death of the Executive) shall receive a single-sum payment equal to the sum of (x) the Initial Annual Allocation and (y) the Supplemental Annual Allocation earned by the Executive, his if any, in the fiscal year preceding the date of termination (which amount shall be annualized to the extent the termination occurs prior to the completion of a full fiscal year) multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365 and (iv) the Executive (or the Executive’s estate and beneficiariesor beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of the services arrangement hereunder on account of death or disability. Other than the Partial Year Allocations and Prior Year Allocations, all payments under this Section 4 shall be considered a guaranteed payment from the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) subject to Section 5.2(c), for a cash payment equal to period of three years after termination of employment, the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; Executive (iii) elimination of any exclusively time-based vesting conditions on any restricted stockif applicable), stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate spouse (or life partner) and beneficiarieshis dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination; (iii) without duplication of any amounts due under clause (i), the Executive shall receive an amount equal to the annual bonus that, in the absence of such termination, would have no further rights been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such amount to any other compensation or benefits hereunder on or after be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of employment, or any other rights hereunder.which is 365; (iv) all outstanding unvested equity-based awards (including stock options and restricted

Termination Upon Death or Disability. If Executive dies during the Employment Term, Executive’s employment shall terminate as of the date of Executive’s death. If Executive is Disabled, the Company shall have the right to terminate this Agreement upon thirty (30) days notice in writing to Executive. If Executive’s employment is terminated because of death or Disability, then (i) the Company’s obligations under this Agreement shall immediately cease, and (ii) Executive or, in the case of the death of Executive, Executive’s estate, heirs, next of kin, distributes, executors or administrators (the “Executor’s Estate”) shall be entitled to receive payment of the aggregate amount of (A) Executive’s Base Salary then earned but unpaid, (B) incentive compensation earned but unpaid, (C) vested benefits under any employee benefit plan applicable to Executive, (D) any other benefits earned and accrued prior to the date of termination, and (E) reimbursement for approved expenses incurred prior to the date of termination. Such aggregate payment shall be made thirty (30) days after the occurrence of Executive’s death or Disability. No provision of this Agreement shall limit any of Executive’s rights under any insurance, pension or other benefit programs of the Company to or with respect to for which Executive shall terminate in their entirety except as otherwise provided under be eligible at the time of such death or Disability. For this Section 4.1. If purpose, “Disabled” or “Disability” shall mean that Executive becomes eligible for meets the definition of disability benefits under the Company’s then current long-term disability plans and arrangements (policy or, if noneno such policy is in force, if that Executive by virtue of ill health a physical or other mental disability is unable to perform substantially and continuously the duties assigned to him essential functions of his usual duties, even with reasonable accommodation, for at least 120 a period in excess of one hundred eighty (180) consecutive or non-consecutive days out of during any consecutive twelve (12-) month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If Executive the Employee dies during the Term, the obligations of the Company to or with respect to Executive the Employee shall terminate in their entirety except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive Employee by virtue of ill health or other physical or mental disability is unable to perform substantially and continuously any material portion of the duties assigned to him for at least 120 consecutive or non-consecutive ninety (90) days out of in the aggregate during any consecutive twelve (12-) month period), or for any sixty (60) consecutive days, the Company shall have the right, to the extent permitted by law, right to terminate the employment of Executive the Employee upon notice in writing to Executivethe Employee; provided that (i) after receipt of notice from the Company, the Employee shall have the right within ten (10) days after such notice to dispute the Company's ability to terminate him under this Section 4, (ii) within ten (10) days after exercising such right he shall submit to a physical examination by the Chief of Medicine of any major hospital in the metropolitan Columbus, Ohio area, and (iii) unless such physician shall issue his written statement to the effect that in his opinion, based on his diagnosis, the Employee is capable of resuming his employment and devoting his full time and energy to discharging his duties within ten (10) days after the date of such statement the Company will shall have no the right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such terminationEmployee under this Section 4 without further dispute. Upon death or other termination of employment by virtue of disability in accordance with under this Section 4.14, Executive the Employee (or Executive’s the Employee's estate or beneficiaries in the case of the death of Executivethe Employee) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement, and reimbursement under this Agreement for expenses incurred, prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) these purposes, if such termination occurs during a cash payment equal to the prorated portion of fiscal year, the Annual Bonus for such fiscal year shall be prorated based upon the number of days in such fiscal year which elapsed before such termination and shall be paid at the “target” level time provided for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesSection 3.4); (iii) elimination of any exclusively time-based vesting conditions on any restricted stockthereafter, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further liability to the Employee. No provision of this Agreement shall limit any of the Employee's (or his beneficiaries') rights to under any insurance, pension or other compensation benefit programs of the Company for which the Employee shall be eligible at the time of such death or benefits hereunder on or after the termination of employment, or any other rights hereunderdisability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive's bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for one year following such termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on the Required Payments; and after Executive shall also be entitled to the effective date of the termination of employment other than following: (i) Annual Salary and other benefits earned and accrued under this Agreement prior Executive’s annual bonus for the year of termination in accordance with Section 3B above (pro rated up to the date termination date), which bonus shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or (B) 2 ½ months following the calendar year in which the termination (occurs; and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) continuation of his Annual Salary following such termination for a cash payment equal to period of one year, which shall be payable in accordance with the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which ExecutiveCompany’s employment hereunder terminatesstandard pay schedules; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his deathtermination due to Disability, his estate and beneficiariesthe Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. Notwithstanding the foregoing, the aggregate amount of continuation payments under (ii) above made during the first six months following Executive’s termination of employment shall have no further rights to any other compensation or benefits hereunder not exceed the applicable dollar limit provided under Treasury Regulations Section 1.409A-1(b)(9)(iii)(A). The amount, if any, that exceeds the applicable dollar limit shall be paid on or after the first day of the seventh month following Executive’s termination of employment. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his essential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) days in any other rights hereundertwelve month period.

Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (or, if none, if plan of the Company or its affiliates for which the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) any Annual Salary and other benefits earned and accrued under this Agreement but unpaid prior to the termination of the Executive's employment, (ii) a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or disability, (iii) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (iv) reimbursement under this Agreement for expenses properly incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion termination of the Annual Bonus Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive (i) payment, at the “target” level for time awards under the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination MRP are otherwise paid, of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in 100% of the Company he had been granted which he then continues to holdMRP award, to the extent then unvested not previously paid, and (it being expressly understood ii) payment, at the time the next installment award would otherwise have been paid under the DRP, of the next installment award under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and agreed based on corporate performance targets actually achieved in respect of that any performance-based vesting conditions award. The Executive shall also continue to receive payments in respect of those options that were not vested as of immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (whether or not as defined in tandem with the Merger Agreement), at the time such time-based vesting conditions) will continue in effect payments would otherwise have been made in accordance with their terms, except as may otherwise be provided to the contrary vesting schedule set forth in the applicable award such option agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) . The Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderhereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of the Executive’s death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.15. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that , and the obligations of the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable or with respect to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the shall terminate in their entirety upon such date Executive receives notice of such terminationexcept as otherwise provided under this Section 5. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to the Executive’s death or disability, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) any Annual Salary and other benefits actually earned and accrued under this Agreement prior to the date of termination; (ii) any amount earned and accrued, but not yet paid, prior to the date of termination under any bonus, equity or long term incentive plan of the Company then in effect (inclusive of full and nonforfeitable vesting of any and all equity, performance-based, or long-term incentive awards, including but not limited to the restricted stock units awarded to the Executive by the Company on February 20, 2008), and (iii) reimbursement under this Agreement for expenses incurred prior to the date of termination); . For purposes of clauses (i) and (ii) a cash payment equal to above, the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to holdparties understand and agree that, to the extent then unvested (it being expressly understood and agreed any approved performance bonus plan, program or arrangement in which Executive is a participant specifies a performance period or performance goals that any performance-based vesting conditions (whether have not yet been completed or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their termsachieved, except as the case may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event be, as of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; , no bonus, whether pro rata or otherwise, shall not be deemed to be earned and (v) accrued by Executive (orunder such performance bonus plan, in program or arrangement. Upon any termination under this Section 5, the case Executive shall be deemed to have resigned from all positions he then holds with the Company and any of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderits subsidiaries.

Termination Upon Death or Disability. If Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Company for which Executive is eligible, or, if nonein the event that there is no such plan, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) Executive (or Executive’s 's estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of Executive's bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to the prorated portion of the disability, Executive shall be entitled to receive his or her Annual Bonus at the “target” level Salary for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; lesser of twelve (iii12) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after following such termination, and (B) continuation or the period until long term disability insurance benefits commence under disability coverage furnished by the Company to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) Executive (or, in the case of his Executive's death, his Executive's estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1his Disability, Executive (or Executive’s his estate or beneficiaries in his beneficiaries, as the case of the death of Executive) may be, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than be entitled to: (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a cash payment termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) an amount equal to the target Annual Bonus, prorated portion to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Annual Bonus at Company, but in no event later than March 15 of the “target” level fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Contract Year or partial Contract Year in which Executive and/or the Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits eligible family members under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company’s IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and shall be exercisable in accordance with their terms and (vii) a prorated portion (based on the number of days of employment during the one a fiscal year following until the date of termination; and the Executive’s death or Disability, as applicable, over 365) of any other unvested outstanding equity (vor equity-based) awards held by the Executive (or, that would have vested in the case fiscal year in which such termination occurs shall thereupon vest and become free of his deathrestrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary paid over twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesExecutive during such twelve (12) month period; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockthe Executive (or, stock option or other equity awards in the Company he had been granted case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he then continues received reimbursement for pursuant to hold, Section 3.4 herein for a period of twelve (12) months following such termination and Company shall continue to pay for the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect foregoing in accordance with their terms, except Section 3.4 herein as may otherwise be provided to the contrary in the applicable award agreements)if no such termination had occurred; and (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) for a cash payment equal period of three years after termination of employment, the Executive (if applicable), and in the event of his death, his spouse and his dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination, provided that, the Company shall in no event be required to provide any benefits otherwise required by this clause (ii) after such time as the prorated portion Executive becomes entitled to receive benefits of the Annual Bonus at same type from another employer or recipient of the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminatesservices; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clause (i), stock option or other equity awards the Executive shall receive an amount equal to the annual bonus that, in the Company he had absence of such termination, would have been granted payable for the fiscal year in which he then continues to holdtermination occurs, to payable at such time as would have applied in the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards (including, without limitation, stock options and restricted stock) held by the event of Executive’s deathExecutive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-12 month period)period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiC) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditionsii) will continue in effect Section 3.8 shall apply in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, its terms and (Biii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If Executive dies during (a) Upon the Term, termination of Employee's employment due to the obligations death of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)Employee, the Company shall have the right, pay to the extent permitted estate of Employee certain compensation that would otherwise have been payable to Employee, as provided in Section 17 hereof, and for the purposes of said section, the "Termination Date" shall be the date of Employee's death. If events had occurred prior to Employee's death entitling him to payments under Section 17 but the payments had not yet been made, such payments shall be made to his estate. If Employee dies during the Term of this Agreement and all of the Stock Options listed in Section 4, as well as any other stock options issued to Employee by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will that are not listed in Section 4 (such other stock options being defined as "Stock Options" for purposes of this Section 16(a)), are not vested at the time of his death, then all such Stock Options that have no right to terminate Executive’s employment if, in been outstanding for at least one year shall become immediately vested at Employee's death and shall be exercisable by the reasonable opinion representative of a qualified physician acceptable his estate pursuant to the Companyterms of his respective Stock Option agreements or certificates. (i) During any period of disability, it illness or incapacity during the Term of this Agreement, which renders Employee temporarily unable to perform the services required under this Agreement, Employee shall continue to receive the compensation payable under this Agreement. Employee's employment under this Agreement may be terminated as provided below upon Employee's permanent disability (as defined below). (ii) Employee shall be deemed to have suffered "permanent disability" if Employee is substantially certain that Executive will unable by reason of any medically determined physical or mental impairment to perform the duties required of him under this Agreement for a period of one hundred eighty (180) consecutive days in any twelve- month period. Periods of disability arising from unrelated causes shall not be able to resume Executive’s duties on combined. Upon a regular full-time basis within 30 days determination of permanent disability, the date Executive receives notice Board of Directors may terminate Employee's employment upon thirty (30) days' prior written notice. In the event of such termination. Upon death or other termination , the Company shall pay to Employee certain compensation that would otherwise have been payable to Employee, as provided in Section 17, and for the purposes of employment by virtue of disability in accordance with this Section 4.1said Section, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) "Termination Date" shall have no right to receive any compensation or benefit hereunder on and after be the effective date of termination following the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits Company's notice under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderpreceding sentence.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executive; provided that the Company will have no right Executive and such termination in and of itself shall not be, nor shall it be deemed to terminate Executive’s employment ifbe, in the reasonable opinion a breach of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such terminationthis Agreement. Upon death of the Executive or other upon termination of the Executive’s employment by virtue of disability in accordance with this Section 4.1, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder under this Agreement on and after the effective date Effective Date of the termination of employment Termination (as defined below in this Section 4) other than (i) the Annual Salary and other benefits earned and accrued under this Agreement prior to the date Effective Date of the Termination, a pro-rata bonus for the year of termination based on the target and portion of year completed, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the date of termination); (ii) a cash payment equal to the prorated portion Effective Date of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreementsTermination); (iv) in . In the event of Executive’s deathtermination by virtue of disability, (A) a in addition to the foregoing, the Executive will also be entitled to monthly cash payment payments equal to two months one twelfth (1/12th) of the Executive’s Annual Salary payable no later than 10 days after such termination, and in effect on the day of termination for a period of twelve (B12) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under months. This Agreement shall otherwise terminate upon the Company’s health plans and programs applicable to senior executives Effective Date of the Company generally Termination and there shall be no further rights with respect to the Executive hereunder (if and except as provided in effect from time to time) during Section 7.13). For purposes of this Section 4, the one year following “Effective Date of the Termination” shall mean the date of death or the date on which a notice of termination by virtue of disability is given by the Company or any later date set forth in such notice of termination; . For the avoidance of doubt, the Executive acknowledges and (v) Executive (or, agrees that the payments set forth in the case this Section 4 constitute liquidated damages for termination of his death, employment during the Term upon his estate and beneficiaries) shall have no further rights to any other compensation death or benefits hereunder on or after the termination by virtue of employment, or any other rights hereunderhis disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-12 month period)period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus (if any) for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiC) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards, to the extent then unvested if applicable, (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditionsii) will continue in effect Section 3.6 shall apply in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, its terms and (Biii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety entirety, except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive solely as a result of such disability upon notice in writing to Executivethe Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that that, the Company will have no right to terminate the Executive’s employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially certain reasonable to assume that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 30 90 days of the date the Executive receives notice of such termination. Upon death of the Executive or other upon termination of the Executive’s employment by virtue of his qualification for long-term disability in accordance with this Section 4.1, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder benefits under this Agreement on and after the effective date Effective Date of the termination of employment Termination (as defined below in this Section 4), other than (i) the Annual Salary and other benefits earned and accrued unpaid under this Agreement prior to the date Effective Date of termination (and reimbursement under this Agreement for expenses incurred prior the Termination, a pro-rata bonus with respect to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year calendar year in which Executive’s employment hereunder terminates; (iii) elimination the Effective Date of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, Termination occurred to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided performance goals related to the contrary in bonus have been achieved (to be paid at the applicable award agreementssame time bonuses are normally paid for the year); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.,

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date receive, in a lump sum payment (subject to Section 7.18 of the this Agreement) within thirty (30) days following Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (x) two times Annual Salary and (y) two times the prorated portion average of the Annual Bonus at Bonuses awarded to the “target” level Executive for the Contract Year or partial Contract Year last two years immediately preceding the year in which Executive’s employment hereunder terminatesis terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (or two years) preceding the year in which Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $375,000 x 2), and (C) the Executive’s car allowance for one (1) year; (iiiii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stock, stock option or other equity incentives and awards in held by the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood Executive shall thereupon vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect become free of restrictions and be exercisable in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (or, if none, if plan of the Company for which the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) any Annual Salary and other benefits earned and accrued under this Agreement but unpaid prior to the termination of the Executive's employment, (ii) a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or disability, (iii) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (iv) reimbursement under this Agreement for expenses properly incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion termination of the Annual Bonus Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive payment, at the “target” level for time awards under the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination MRP are otherwise paid, of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in 100% of the Company he had been granted which he then continues to holdMRP award, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) previously paid. The Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderhereunder except as required by law.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible disabled for disability benefits under purposes of the Company’s long-term disability plans and arrangements (plan of the Employer for which the Executive is eligible, or, if nonein the event that there is no such plan, if the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), then the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), including, but not limited to a pro-rata Bonus for the year of termination (which in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) to be paid at such time as Bonuses are ordinarily paid; (ii) a cash payment equal in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for the lesser of six (6) months following such termination, or the period until long term disability insurance benefits commence under disability coverage furnished by the Employer to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder, except as otherwise provided in the plans and policies of the Employer.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period)period and Executive’s disability is confirmed in writing by an independent physician, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment the Executive shall be entitled to receive an amount equal to his Annual Salary for the prorated portion remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminatessuch termination occurs; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clauses (i) and (ii), stock option the Executive (or other equity awards the Executive’s estate or beneficiaries in the Company he had been granted which he then continues to hold, case of the death of the Executive) shall receive an amount equal to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not annual bonus that, in tandem the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards pursuant to the event of Executive’s deathPlan held by the Executive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonenone apply, if Executive by virtue of ill health would have been so eligible under the most recent plan or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodarrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to Executivethe Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that provided, that, the Company will have no right to terminate the Executive’s employment if, in the reasonable opinion of a qualified physician reasonably acceptable to the Company, it is substantially reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 30 90 days of the date the Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date Effective Date of the termination of employment Termination other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date Effective Date of termination the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the date Effective Date of termination); (iithe Termination) a cash payment and an amount equal to the prorated portion product of (x) the Executive’s Target Annual Bonus (hereafter defined) for the fiscal year of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; death or disability and (iiiy) elimination a fraction, the numerator of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards which is the number of days in the Company he had been granted which he then continues to hold, to current fiscal year through the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to Effective Date of the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationTermination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.denominator of

Termination Upon Death or Disability. If Executive dies during the TermEmployment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.1. 7B. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue due to the death or Disability of disability in accordance with this Section 4.1Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right be entitled to receive any compensation or benefit hereunder on the Required Payments; and after Executive shall also be entitled to the effective date of the termination of employment other than following: (i) Annual Salary and other benefits earned and accrued any unpaid annual target bonus under this Agreement Section 3B for the year immediately prior to the date year of such termination (and reimbursement under this Agreement for expenses incurred in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the date time of such termination) and a pro-rated share of Executive’s annual target bonus under Section 3B for the year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, through the last closed accounting month prior to the time of such termination), which bonus amounts shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or (B) no later than 2 1⁄2 months following the calendar year in which the termination occurs; and (ii) continuation of his Annual Salary following such termination for a cash payment equal to period of one year, which shall be payable in accordance with the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which ExecutiveCompany’s employment hereunder terminatesstandard pay schedules; and (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of termination due to Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his death, his estate and beneficiariesessential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) shall have no further rights to days in any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertwelve month period.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period)period and Executive’s disability is confirmed in writing by an independent physician, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment without duplication of any amounts due under clause (i), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the prorated portion annual bonus that, in the absence of the Annual Bonus at the “target” level such termination, would have been payable for the Contract Year or partial Contract Year fiscal year in which Executive’s employment hereunder terminatestermination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, pursuant to the extent then unvested (it being expressly understood Plan held by the Executive shall fully vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their termsbecome immediately exercisable, except as may otherwise be provided applicable, and subject to the contrary in the applicable award agreements)terms of such awards; and (iv) in the event of Executive (or the Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If Executive dies during the TermExecutive’s employment is terminated as a result of death or Disability, the obligations Executive (or Executive’s estate, or other designated beneficiary(s) as shown in the records of the Company in the case of death) shall be entitled to or with respect receive from the Company payment for (i) the Accrued Benefits described in Section 5(b) above at the times specified in Section 5(b) above and (ii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive shall terminate would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in their entirety except the same time and the same form as the Annual Bonus otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under would be paid (but in no event later than 75 days after the end of the Company’s long-term disability plans and arrangements (orfiscal year to which such bonus relates). Except as required by law, if none, if Executive by virtue after the Date of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)Termination, the Company shall have the rightno obligation to make any other payment, including severance or other compensation, of any kind, or provide any other benefits (including for any further vesting for any Class B-1 Units), to the extent permitted by law, to terminate Executive (or the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment ifestate, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other designated beneficiary(s), as applicable) upon a termination of employment by virtue of disability in accordance with this Section 4.1, Executive (death or Executive’s estate or beneficiaries in Disability. In the case of event that the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination is terminated as a result of any exclusively time-based vesting conditions on any restricted stockdeath or Disability, stock option or other equity awards in the Company he had been granted which he then continues to hold, Class A-1 Units and the Class A-2 Units acquired by Executive pursuant to the extent then unvested Restricted Unit Purchase Agreement shall be subject to all of the terms and conditions of the Restricted Unit Purchase Agreement (it being expressly understood including with respect to vesting and agreed that any performance-based vesting repurchase), and the Class B-1 Units granted to Executive under the Plan shall be subject to all of the terms and conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to of the contrary in Plan and the applicable award agreementsgrant letter with respect to such Class B-1 Units (including with respect to vesting, cancellation and repurchase); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If Executive dies during This Agreement shall ------------------------------------ terminate automatically upon Executive's death. In the Term, the obligations event of the Company to or with respect to Executive shall terminate in their entirety except termination of Executive's employment as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue a result of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period)death, the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual continue to pay to Executive's estate, on a monthly basis, his Base Salary for a period of six (6) months from the date of death and (ii) any other benefits earned and amounts earned, accrued or owing to Executive under this Agreement prior to through the date of termination (death but not yet paid. Furthermore, all stock options vested at the time of death shall remain exercisable for the remainder of the terms relating to such stock options. This Agreement shall terminate at the option of the Company if Executive shall suffer "disability." For purpose hereof, "disability" shall be defined to mean Executive's inability, due to physical or mental incapacity, to substantially perform his duties and reimbursement responsibilities under this Agreement for expenses incurred prior to a period of sixty (60) days from the date of termination); such disability as determined by an approved medical doctor selected by the mutual agreement of the parties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. The Company shall notify Executive in writing of its decision to terminate this Agreement due to Executive's disability. In the event of termination of Executive's employment as a result of "disability," the Company shall (i) pay to Executive, on a monthly basis, for a period of six (6) months from the date of disability, an amount equal to his monthly Base Salary minus any monthly payment received by Executive from any Company purchased disability policy and (ii) continue Executive's participation in Company benefit plans in which he participated immediately prior to such termination for a cash payment period equal to the prorated portion lessor of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two twelve (12) months of Executive’s Annual Salary payable no later than 10 days after such termination, and or (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives remainder of the Company generally (if and as in effect from time to time) during term of this Agreement. Furthermore, upon any such termination by reason of "disability," all vested stock options shall remain exercisable for the one year following the date remainder of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereundertheir respective terms.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment the Executive shall be entitled to receive an amount equal to his Annual Salary for the prorated portion remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminateseach termination occurs; (iii) elimination without duplication of any exclusively time-based vesting conditions on any restricted stockamounts due under clauses (i) and (ii), stock option the Executive (or other equity awards the Executive’s estate or beneficiaries in the Company he had been granted which he then continues to hold, case of the death of the Executive) shall receive an amount equal to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not annual bonus that, in tandem the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such time-based vesting conditionsamount to be multiplied by a fraction (x) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary numerator of which is the number of days in the applicable award agreements)fiscal year preceding the termination and (y) the denominator of which is 365; (iv) in all outstanding unvested equity-based awards pursuant to the event of Executive’s deathPlan held by the Executive shall fully vest and become immediately exercisable, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such terminationas applicable, and (B) continuation subject to Executive’s spouse and dependents the terms of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of terminationsuch awards; and (v) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms).

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.14.2. If Executive becomes eligible “disabled” (defined for disability benefits under the Company’s long-term disability plans and arrangements (or, if nonepurposes of this Agreement, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him her for at least 120 90 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by lawlaw (including under the Americans with Disabilities Act), to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.14.2, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit benefits hereunder on and after the effective date of the termination of employment other than than: (iA) the Accrued Obligations, as set forth in Section 4.1; (B) any Annual Salary and other benefits Bonus earned and accrued under this Agreement for the Contract Year prior to the date year of termination (and reimbursement under this Agreement for expenses incurred prior to but not yet paid, which shall be paid at the date of terminationsuch Annual Bonus would have been paid had Executive’s employment not been terminated (any such entitlement, including the payment date, an “Accrued Bonus”); ; (iiC) a cash payment equal to the prorated portion (based on the number of complete months employed during the Contract Year) of the Annual Bonus at that Executive would have received had her employment not been terminated (based on the “target” actual level of achievement of the applicable performance goals) for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; , payable at such time as the Annual Bonus would have been paid had Executive’s employment not been terminated, provided, however, that Executive shall not receive the Pro-Rata Bonus if the Company does not pay bonuses to employees generally for such Contract Year (iiisuch entitlement, including the payment date, a “Pro-Rata Bonus”); (D) elimination of any exclusively time-based vesting conditions on any each outstanding unvested restricted stock, stock option or other equity awards award and other incentive award in VICI REIT or the Company he that Executive had been granted and which he Executive then continues to hold, ; and (F) to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathvested equity awards are subject to a restriction on transfer within a specified period following vesting, (A) a cash payment equal to two months such restriction shall be lifted as of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) . Executive (or, in the case of his her death, his her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month periodperiod in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiB) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect subject to the terms thereof) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards; provided that, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s deathtermination of employment due to Disability, the Executive will only be entitled to receive the payment and accelerated vesting set forth in this clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 4 or under Section 3.8, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (Aiii) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, Section 3.8 shall apply in accordance with its terms and (Biv) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. Any payments that the Executive is entitled to receive pursuant to clause (i) of the third sentence of this Section 4 shall be made by the Company in a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) of the third sentence of this Section 4 shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination of employment due to death or Disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the obligations Term shall terminate as of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1date of death. If there is a good faith determination by the Board that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing her duties under the Company’s long-term Agreement and such disability plans and arrangements (or, if none, if has disabled the Executive by virtue for a cumulative period of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180 days out of within any consecutive 12-month periodperiod (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . Upon Executive’s death or in the event that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable is terminated due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1her Disability, Executive (or Executive’s her estate or beneficiaries in her beneficiaries, as the case of the death of Executive) may be, shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than be entitled to: (i) all accrued but unpaid Annual Salary and other benefits earned and accrued under this Agreement prior to or Annual Bonus through the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); Executive’s employment, (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year any unpaid or partial Contract Year unreimbursed expenses incurred in which Executive’s employment hereunder terminates; accordance with hereof, (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be benefits provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the "Accrued Obligations"), (iv) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement), (v) for a period of 24 months after termination of employment, such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to timesuch termination and that may have affected such benefits), (vi) all outstanding equity (or equity-based) incentives and awards granted upon the completion of the Company's IPO and the Formation Transactions held by the Executive shall thereupon vest and become free of restrictions and shall be exercisable in accordance with their terms and (vii) a prorated portion (based on the number of days of employment during the one a fiscal year following until the date of termination; and the Executive's death or Disability, as applicable, over 365) of any other unvested outstanding equity (vor equity-based) awards held by the Executive (or, that would have vested in the case fiscal year in which such termination occurs shall thereupon vest and become free of his deathrestrictions and any remaining portion of such awards will be forfeited. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, his estate and beneficiaries) except as set forth in this Section 4, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderbenefits under this Agreement.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability Employee is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive the Employee upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such terminationEmployee. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, Executive (i) the Employee (or Executivethe Employee’s estate or beneficiaries in the case of the death of Executivethe Employee) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Base Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) shall be entitled to receive a cash single-sum payment equal to his Base Salary; (iii) without duplication of any amounts due under clauses (i) and (ii), the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) shall receive a single-sum payment equal to the prorated portion value of the Annual Bonus at highest bonus earned by the “target” level Employee in the one-year period preceding the date of termination, multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365; (iv) health insurance benefits shall continue for the Contract Year Employee (and/or his covered dependents, if applicable) for a period of six months; thereafter, Employee or partial Contract Year in which Executive’s employment hereunder terminateshis dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (iiiv) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stockawards held by the Employee shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, subject to the extent then unvested terms of such awards; (it being expressly understood and agreed that vi) the treatment of any performance-based vesting conditions (whether or not in tandem with such timelong-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise term incentives shall be provided to the contrary determined in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, reasonable and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives good faith discretion of the Company generally (if and as in effect from time to time) during Compensation Committee of the one year following the date of terminationBoard; and (vvii) Executive the Employee (or, or the Employee’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Employee) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 5.13(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the 70 day period commencing on the date of Executive’s separation from service; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date receive, in a lump sum payment (subject to Section 7.17 of the this Agreement) within thirty (30) days following Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment (x) the Executive’s Annual Salary and (y) an amount equal to the prorated portion average of the Annual Bonus at Bonuses awarded to the “target” level Executive for the Contract Year or partial Contract Year last two years immediately preceding the year in which Executive’s employment hereunder terminatesis terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (or two years) preceding the year in which Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $250,000), and (C) the Executive’s car allowance for one (1) year; (iiiii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stock, stock option or other equity incentives and awards in held by the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood Executive shall thereupon vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect become free of restrictions and be exercisable in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If Executive dies during This Agreement shall terminate upon Employee’s death or disability as follows: (i) This Agreement shall terminate automatically upon Employee’s death. In the Termevent this Agreement is terminated as a result of Employee’s death, Employer shall continue payments of Employee’s Base Salary for a period of twenty-six (26) weeks following Employee’s death to the beneficiary designated by Employee on the “Beneficiary Designation Form” attached to this Agreement as Appendix A. (ii) Employer may terminate this Agreement upon Employee’s Disability. For the purpose of this Agreement, Employee’s inability to perform Employee’s regular duties by reason of physical or mental illness or injury for a period of twenty-six (26) successive weeks (“Disability Period”) shall constitute “Disability.” The determination of Disability shall be made by a physician selected by Employer and a physician selected by Employee; provided, however, that if the two physicians so selected shall disagree, the obligations determination of Disability shall be submitted to Arbitration in accordance with the rules of the Company American Arbitration Association, and the decision of the Arbitrator shall be binding on both parties. During the Disability Period, Employee shall be entitled to or with respect 100% of Employee’s Base Salary pursuant to Executive shall terminate in their entirety except as otherwise Employer’s short term disability policy (and supplemented, if necessary, by Employee’s accrued but unused sick leave), reduced by any other benefits to which Employee may be entitled for the Disability Period on account of such Disability, including, but not limited to, benefits provided under New York’s Workers’ Compensation law. (iii) Upon termination of this Section 4.1. If Executive becomes eligible for disability benefits under the CompanyAgreement due to Employee’s long-term disability plans death or Disability, all restrictions on any Employer stock granted to Employee shall be waived and arrangements Employee (or, if none, if Executive by virtue of ill health or other disability is unable his beneficiary) shall be free to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out dispose of any consecutive 12-month period)such stock previously granted to Employee. Additionally, Employer shall treat as immediately exercisable each unexpired stock option held by Employee that is not exercisable or that has not been fully exercised, so as to permit Employee (or his beneficiary) to purchase any portion or all of the Company shall have Employer common stock not yet purchased pursuant to each such option until the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days tenth anniversary of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunderwas granted.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him her for at least 120 one hundred twenty (120) consecutive or non-consecutive days out of any consecutive twelve (12-) month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 thirty (30) days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit benefits hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the seventy (70) day period commencing on the date of Executive’s separation from service; provided, however, if the Compensation Committee has not set a “target” level Annual Bonus for the Contract Year in which Executive’s employment hereunder terminates then the cash payment will be calculated using the “target” level Annual Bonus for the calendar year immediately preceding the calendar year in which the date of termination occurs; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he she had been granted which he she then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two (2) months of Executive’s Annual Salary payable no later than 10 ten (10) days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one (1) year following the date of termination; and (v) Executive (or, in the case of his her death, his her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or Disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date receive, in a lump sum payment (subject to Section 7.17 of the this Agreement) within thirty (30) days following Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , and (iiB) a cash payment (x) the Executive’s Annual Salary and (y) an amount equal to the prorated portion average of the Annual Bonus at Bonuses awarded to the “target” level Executive for the Contract Year or partial Contract Year last two years immediately preceding the year in which Executive’s employment hereunder terminatesis terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (or two years) preceding the year in which Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially 125,000); (iiiii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions on any restricted stock, stock option or other equity incentives and awards in held by the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood Executive shall thereupon vest and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect become free of restrictions and be exercisable in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (viii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for at least 120 more than 180 consecutive or non-consecutive days out of any consecutive 12-month periodperiod in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Salary, bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); , (iiB) a cash payment equal to (I) the prorated portion of the Annual Bonus at the “target” level target bonus for the Contract Year or partial Contract Year year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which Executive’s employment hereunder terminates; is 365, and (iiiC) elimination of any exclusively time-based vesting conditions (but not performance conditions (which do not relate specifically to the performance of the Executive himself), which shall remain in effect) on any restricted stock, stock option or options and other equity awards in the Company he had been granted which he then continues to holdawards, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditionsii) will continue in effect Section 3.8 shall apply in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, its terms and (Biii) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).

Termination Upon Death or Disability. If the Executive dies during the Employment Term, the Employment Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.17.1. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements Disabled (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodas defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided . For purposes of this Agreement, the Executive will only be considered “Disabled” if the Executive is unable by reason of accident or illness (including mental illness) to perform essential job functions of his position for more than 180 consecutive days with reasonable accommodation that the Company does not cause undue hardship. “Disability” will have no right to terminate Executive’s employment if, in the reasonable opinion of be determined by a qualified physician reasonably acceptable to the Company, it Company and Executive or his legal representatives. If the Executive is substantially certain that Executive will be able terminated due to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination by reason of employment by virtue of disability in accordance with this Section 4.1becoming Disabled, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits wages earned and accrued under this Agreement prior to the date of termination of employment, (and B) reimbursement under this Agreement for expenses incurred prior to the termination of employment; (C) payment for any earned but unused vacation days, (D) any other amounts to which Executive is legally entitled to as of the date of terminationhis termination (the amounts in clauses (A) through and including (D) being the “Accrued Amounts”); , and (E) any outstanding options held by Executive to the extent vested as of the date of such termination may be exercised by Executive or Executive’s estate for a period of one year following termination of employment in accordance with this Section 7.1, and (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. Any payments made pursuant to this Section 7.1 shall be made within thirty (30) days of the termination of the Executive’s employment with the Company.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that . Notwithstanding the Company will have no right foregoing, prior to terminate a termination of the Executive’s employment ifdue to Disability, in the reasonable opinion of a qualified Executive may require that an independent physician acceptable to both the Company and the Executive be engaged (at the expense of the Company, it is substantially certain that ) to determine if the Executive will be able to resume Executive’s duties on has suffered a regular full-time basis within 30 days of the date Executive receives notice of such terminationDisability (as defined under this Agreement). Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, due to death or Disability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after receive, in a lump sum payment (subject to Section 7.16 of this Agreement) within thirty (30) days following the effective date of the Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) (the “Accrued Obligations”), and (B) (x) the Executive’s Annual Salary and (y) an amount equal to the average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which the Executive’s employment is terminated, provided, however, that if no Annual Bonus is awarded to the Executive for the year (or two years) preceding the year in which the Executive’s employment is terminated, the Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $195,000); (ii) for a cash payment equal to period of twelve (12) months after the prorated portion termination of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockemployment, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood such continuing medical and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance dental benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time to timethe absence of such termination (such benefits, “Continuing Health Benefits”); (iii) during all outstanding unvested equity-based incentives and awards held by the one year following the date Executive shall thereupon vest and become free of terminationrestrictions and be exercisable in accordance with their terms; and (viv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. In the event the Company decides, in its sole discretion, to acquire a life insurance policy on the life of the Executive, the Executive may (or may not, in the Executive’s sole discretion) agree to cooperate and provide all information reasonably necessary for the Company to acquire such life insurance policy.

Termination Upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive Executive’s employment hereunder shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (event of the death or, if none, if Executive by virtue of ill health or other disability is unable subject to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month periodSection 3(a), Disability (as defined below) of Executive. Upon the Company shall have the right, to the extent permitted by law, to terminate the employment termination of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable due to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis death or Disability, Executive or his estate shall be entitled to (i) any accrued but unpaid Base Salary or Consulting Fee, which shall be payable within 30 days of following the date Executive receives notice of such termination. Upon death , (ii) as applicable, any unpaid Annual Bonus for a completed year, which shall be payable on the schedule described in Section 5(a)(ii), or other termination of employment by virtue of disability in accordance with this Section 4.1any earned but unpaid Discretionary Bonus, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) which shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to be payable within 30 days following the date of termination (except that the payment of any such Annual Bonus or Discretionary Bonus will be subject to Executive executing and reimbursement not revoking and returning to the Company a release agreement in the form attached as Exhibit A) and (iii) any other amounts or benefits required to be paid or provided or that Executive is entitled to receive under this Agreement for expenses incurred prior to any plan, program, policy or practice of the Company or its affiliates through the date of terminationtermination (including, without limitation, any unreimbursed expenses incurred through the date of termination in accordance with Section 5(f); (ii) a cash payment equal to the prorated , and any unpaid portion of the Annual Bonus at Transition Payment), which shall be payable on the schedule contemplated by the applicable plan, program, policy or practice (collectively, the “target” level for Accrued Obligations”) and the Contract Year or partial Contract Year following payments and benefits, with payment in which the case of death to be made to Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards estate unless Executive has directed otherwise in a writing directed to the Company he had been granted which he then continues prior to holdhis death: (i) The Pay to Integrate Award, to the extent then unvested not previously paid, shall be paid in full in a lump sum within 30 days following Executive’s termination of employment, or any different payment timing required by Section 409A of the Code; (it being expressly understood ii) The Pay to Lead Award, to the extent not previously vested, shall immediately vest in full on the date of Executive’s death or termination of employment due to Disability and agreed that any shall be settled within 30 days following such date; (iii) Any equity-based awards denominated in shares of Company common stock granted to Executive following the date hereof (collectively, the “New Equity Awards”) shall vest immediately upon Executive’s termination of employment (in the case of performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their termsawards, except as may otherwise be provided subject to the contrary in satisfaction of applicable performance goals, as determined at the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives end of the Company generally (if performance period) and as in effect from time to time) during the one year shall be settled within 60 days following the date of termination; and (v) Executive termination (or, in the case of his deathperformance-based awards, within 60 days following the end of the applicable performance period), or any different payment timing required by Section 409A of the Code; and (iv) Executive or his estate and beneficiariesshall be entitled to a prorated Annual Bonus for the year in which Executive’s termination of employment occurs, determined based on actual performance for such year of termination (a “Prorated Annual Bonus”), payable at the same time as the annual bonus is paid to the Chief Executive Officer for such year, but (except as required by Section 409A of the Code) shall have no further rights to any other compensation or benefits hereunder on or after later than March 15 following the year of Executive’s termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If Executive dies during the TermExecutive's employment is terminated by the Company upon the Executive's Disability or by reason of the Executive's death, the obligations Executive (or his beneficiaries, as applicable) shall be entitled to the following: (i) any Accrued Compensation (Section 7(a)(i) through 7(a)(v)) through the date of termination of the Executive’s employment; (ii) all restrictions on any outstanding awards granted by the Company (including restricted stock awards) granted to or with respect to the Executive shall terminate lapse and such awards shall become fully (100%) and immediately vested, and all stock options and stock appreciation rights (including Initial Stock Option and Future Stock Options) granted to the Executive and vested through the date of termination of the Executive’s employment pursuant to the vesting schedule in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible 3(c)(i) shall become immediately exercisable for disability benefits under a remaining life of the CompanyStock Option, or a period which shall be no less than twelve (12) months following the date of termination of the Executive’s long-term disability plans and arrangements employment, whichever is greater; (or, if none, if Executive by virtue iii) for a number of ill health or other disability is unable months equal to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive twelve (12-month period), the Company shall have at its expense continue on behalf of the rightExecutive and/or Executive’s dependents and beneficiaries (the “Dependents”) the life insurance, disability, medical, dental, vision and hospitalization benefits which were being provided to the extent permitted by law, to terminate Executive and/or Dependents at the employment time Notice of Executive upon notice in writing to Executive; provided Termination is given. In the event that the provisions of any such employee benefit arrangements do not permit continuing coverage, then the Company will have shall provide the Dependents with substantially equivalent coverage through other sources. The benefits provided in this Section 7(b)(iii) shall be no right less favorable to terminate Executive’s employment ifthe Dependents, in terms of amounts and deductibles and costs to them, than the reasonable opinion of a qualified physician acceptable to coverage provided the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of Dependents under the date Executive receives notice of plans providing such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; time Notice of Termination is given. This Subsection (iii) elimination shall not be interpreted so as to limit any benefits to which the Dependents may be entitled under any of any exclusively time-based vesting conditions on any restricted stockthe Company's employee benefit plans, stock option programs or other equity awards in practices following the Company he had been granted which he then continues to holdExecutive's termination of employment, to the extent then unvested (it being expressly understood including without limitation, retiree medical and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements)life insurance benefits; and (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights 's entitlement to any other compensation or benefits hereunder on or after shall be determined in accordance with the termination of employment, or any Company's employee benefit plans and other rights hereunderapplicable programs and practices then in effect.

Termination Upon Death or Disability. If Executive dies This Agreement shall terminate automatically upon Executive’s death. This Agreement may be terminated by the Company during the TermEmployment Term in case of Executive’s permanent disability (defined as physical or mental inability, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (orconfirmed by a licensed physician, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously all of the duties assigned to him services described herein that continues for at least 120 a period of 180 consecutive or non-consecutive days out of in any consecutive 12365-month day period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, during the Employment Term: (i) the Company shall pay Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right a lump sum equal to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary annual salary and other benefits earned and accrued under this Agreement prior to the date of termination Termination Date (and reimbursement under this Agreement for expenses incurred prior to the date of terminationTermination Date); ; (ii) a cash payment the Company shall pay Executive (or Executive’s estate or beneficiaries in the case of death of Executive) an amount equal to the prorated portion of the target Annual Bonus at the “target” level for the Contract Termination Year or partial Contract multiplied by a fraction, the numerator of which is the number of days elapsed in the Termination Year through the Termination Date and the denominator of which is the number of days in which Executive’s employment hereunder terminates; the Termination Year; (iii) elimination all outstanding unvested stock options, restricted stock and other unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of any exclusively time-based vesting conditions on any restricted stock, stock option (1) one year after the effective date of such termination or other equity awards in up to one year after the Company he had been granted which he then continues to hold, to the extent then unvested effective date of such termination or (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions2) will continue in effect in accordance with their termsterms (provided, except as however, that the Board, in its sole discretion, may otherwise be extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided to the contrary in the applicable award agreementsfor herein); ; (iv) in the event of Executive’s death, (A) a cash payment equal Company shall forgive any and all outstanding balances on loans made by the Company to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation Executive to Executive’s spouse and dependents of fully paid health insurance benefits under purchase the Company’s health plans and programs applicable stock (provided, however, that as a condition precedent to senior executives of the Company’s obligation to forgive such loans, the Company generally may withhold from other amounts payable to Executive (if and as or Executive’s estate or beneficiaries in effect from time the case of death of Executive), or require Executive (or Executive’s estate or beneficiaries in the case of death of Executive) to time) during pay to the one year following Company, the date amount the Company in good fxxxx xxxxx necessary to satisfy the Company’s obligation to withhold federal, state or local income or other taxes incurred by reason of termination; and such forgiveness of loans); (v) the Company shall continue to provide, for the longer of one year or the remainder of the Employment Term, Executive (or, or his family in the case of his death) with the level of health/medical insurance or coverage provided to Executive at the time of such death or disability; (vi) the Company shall pay to Executive the aggregate amount of any remaining unpaid supplemental cash payments under Section B, his Paragraph 4(f) hereof; (vii) any continued rights and benefits that Executive, or Executive’s estate or other legal representatives, may have under employee benefit plans and beneficiariesprograms of the Company upon such death or disability shall be determined in accordance with the terms and provisions of such plans and programs; and (viii) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive services arrangement hereunder upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days . Upon termination of the date Executive receives notice of such termination. Upon services arrangement hereunder due to death or other termination of employment by virtue of disability in accordance with this Section 4.1disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary Guaranteed Payment and other benefits (including any allocations for a fiscal year completed before termination of this Agreement and the services arrangement hereunder but not yet paid (the “Prior Year Allocations”)) earned and accrued under this Agreement prior to the date of termination, as well as any allocations (the “Partial Year Allocations”) under Sections 3.2 and 3.3 of this Agreement for any portion of a fiscal year completed before termination and earned and accrued but not yet paid under this Agreement prior to the termination of the services arrangement hereunder (and reimbursement under this Agreement for expenses actually incurred prior to the date termination of terminationthis Agreement and the services arrangement hereunder); (ii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to the prorated portion Guaranteed Payments that would have been paid to him for the remainder of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year year in which Executive’s employment hereunder terminatesthe termination occurs; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option the Executive (or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, estate or beneficiaries in the case of his deaththe death of the Executive) shall receive a single-sum payment equal to the sum of (x) the Initial Annual Allocation and (y) the Supplemental Annual Allocation earned by the Executive, his if any, in the fiscal year preceding the date of termination (which amount shall be annualized to the extent the termination occurs prior to the completion of a full fiscal year) multiplied by a fraction (x) the numerator of which is the number of days in the fiscal year preceding the termination and (y) the denominator of which is 365 and (iv) the Executive (or the Executive’s estate and beneficiariesor beneficiaries in the case of the death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.15(b) below, the cash amounts payable pursuant to clauses (i), (ii) and (iii) above shall be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of the services arrangement hereunder on account of death or disability. Other than the Partial Year Allocations and Prior Year Allocations, all payments under this Section 4 shall be considered a guaranteed payment from the Company.

Termination Upon Death or Disability. If Executive dies during the TermExecutive's employment is terminated by the Company upon the Executive's Disability or by reason of the Executive's death, the obligations Executive (or his beneficiaries, as applicable) shall be entitled to the following: (i) any Accrued Compensation (Section 7(a)(i) through 7(a)(v)) through the date of termination of the Executive’s employment; (ii) all restrictions on any outstanding awards granted by the Company (including restricted stock awards) granted to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If lapse and such awards shall become fully (100%) and immediately vested, and all stock options and stock appreciation rights granted to the Executive becomes eligible (including Initial Stock Option and Future Stock Options) shall become fully (100%) and immediately exercisable for disability benefits under a remaining life of the Company’s longStock Option, or a period which shall be no less than twenty-term disability plans and arrangements four (or24) months following the Termination date, if none, if Executive by virtue whichever is greater; (iii) for a number of ill health or other disability is unable months equal to perform substantially and continuously the duties assigned to him for at least 120 consecutive or nontwenty-consecutive days out of any consecutive 12-month periodfour (24), the Company shall have at its expense continue on behalf of the rightExecutive and/or Executive’s dependents and beneficiaries (the “Dependents”) the life insurance, disability, medical, dental, vision and hospitalization benefits which were being provided to the extent permitted by law, to terminate Executive and/or Dependents at the employment time Notice of Executive upon notice in writing to Executive; provided Termination is given. In the event that the provisions of any such employee benefit arrangements do not permit continuing coverage, then the Company will have shall provide the Dependents with substantially equivalent coverage through other sources. The benefits provided in this Section 7(b)(iii) shall be no right less favorable to terminate Executive’s employment ifthe Dependents, in terms of amounts and deductibles and costs to them, than the reasonable opinion of a qualified physician acceptable to coverage provided the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of Dependents under the date Executive receives notice of plans providing such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; time Notice of Termination is given. This Subsection (iii) elimination shall not be interpreted so as to limit any benefits to which the Dependents may be entitled under any of any exclusively time-based vesting conditions on any restricted stockthe Company's employee benefit plans, stock option programs or other equity awards in practices following the Company he had been granted which he then continues to holdExecutive's termination of employment, to the extent then unvested (it being expressly understood including without limitation, retiree medical and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements)life insurance benefits; and (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights 's entitlement to any other compensation or benefits hereunder on or after shall be determined in accordance with the termination of employment, or any Company's employee benefit plans and other rights hereunderapplicable programs and practices then in effect.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for at least 120 purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Base Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) the Compensation Committee of the Board may, in its discretion, determine to pay a cash single-sum payment equal to the prorated portion Executive (or the Executive's estate or beneficiaries in the case of the Annual Bonus at death of the “target” level for Executive) in an amount, if any, to be determined by the Contract Year or partial Contract Year in which Compensation Committee not to exceed the Executive’s employment hereunder terminatesthen current Base Salary; (iii) elimination health insurance benefits shall continue for the Executive (and/or his covered dependents, if applicable) for a period of any exclusively timesix months; thereafter, Executive or his dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (iv) all outstanding unvested equity-based vesting conditions on any restricted stockawards held by the Executive shall fully vest and become immediately exercisable, stock option or other equity awards in the Company he had been granted which he then continues to holdas applicable, subject to the extent then unvested terms of such awards; (it being expressly understood and agreed that v) the treatment of any performance-based vesting conditions (whether or not in tandem with such timelong-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise term incentives shall be provided to the contrary determined in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, reasonable and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives good faith discretion of the Company generally (if and as in effect from time to time) during Compensation Committee of the one year following the date of terminationBoard; and (vvi) the Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company's plans and arrangements in accordance with their terms). Unless the payment is required to be delayed pursuant to Section 7.13(b) below, any cash amounts payable pursuant to clauses (i) and (ii) above shall be paid to the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) within 60 days following the date of his termination of employment on account of death or disability.

Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4.14. If there is a determination by the Company that the Executive becomes eligible for disability benefits has become physically or mentally incapable of performing his duties under the Company’s long-term Agreement and such disability plans and arrangements has disabled the Executive for a cumulative period of one hundred eighty (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive 180) days out of any consecutive within a twelve (12-) month periodperiod (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that . Notwithstanding the Company will have no right foregoing, prior to terminate a termination of the Executive’s employment ifdue to Disability, in the reasonable opinion of a qualified Executive may require that an independent physician acceptable to both the Company and the Executive be engaged (at the expense of the Company, it is substantially certain that ) to determine if the Executive will be able to resume Executive’s duties on has suffered a regular full-time basis within 30 days of the date Executive receives notice of such terminationDisability (as defined under this Agreement). Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, due to death or Disability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right be entitled to receive any compensation or benefit hereunder on and after receive, in a lump sum payment (subject to Section 7.17 of this Agreement) within thirty (30) days following the effective date of the Executive’s termination of employment other than employment, (iA) Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination) (the “Accrued Obligations”), and (B) (x) the Executive’s Annual Salary and (y) an amount equal to the average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which the Executive’s employment is terminated, provided, however, that if no Annual Bonus is awarded to the Executive for the year (or two years) preceding the year in which the Executive’s employment is terminated, the Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $165,500); (ii) for a cash payment equal to period of twelve (12) months after the prorated portion termination of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stockemployment, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood such continuing medical and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance dental benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (if and as at such costs to the Executive) in effect from time to timethe absence of such termination (such benefits, “Continuing Health Benefits”); (iii) during all outstanding unvested equity-based incentives and awards held by the one year following the date Executive shall thereupon vest and become free of terminationrestrictions and be exercisable in accordance with their terms; and (viv) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. In the event the Company decides, in its sole discretion, to acquire a life insurance policy on the life of the Executive, the Executive may (or may not, in the Executive’s sole discretion) agree to cooperate and provide all information reasonably necessary for the Company to acquire such life insurance policy.