Common use of Termination Upon Death or Disability Clause in Contracts

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable during the Employment Period following the date of the Executive's death or the date of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) the first day of the calendar month immediately following the Employment Termination Date or (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

Termination Upon Death or Disability. If the Employment Period Company terminates Executive’s employment as a result of Executive’s Disability (as defined below), or if Executive’s employment is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay due to the disabled death of Executive, then Executive or shall become entitled to the Executive's Designated BeneficiaryStandard Entitlements. Except as provided below, as the case may be, one year of the Executive's Salary that would have been payable during the Employment Period following the date of the Executive's death or the date of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will shall not be entitled to receive severance or other benefits except those (if any) as may then be established under Company’s then existing severance and benefit plans and policies and applicable to all employees at the amount time of bonus and long-term incentive compensation which Executive’s death or such Disability. Notwithstanding the foregoing, if Executive’s employment is terminated due to the death or Disability of Executive, then Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are shall be entitled to receive hereunder shall be paid a Severance Payment in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of an amount which is equivalent to (i) six (6) months of Executive’s base salary then in effect on the first day date of the calendar month immediately following the Employment Termination Date or termination, minus (ii) the date which is fifteen (15) days following the Employment Termination Date; except aggregate amount that benefits which the Executive Employee is entitled to receive under the Company’s paid life insurance policy or disability income insurance maintained by the Employerpolicy, if anysuch remaining amount to be payable to Executive in equal installments (but no less frequently than once per calendar month) over a period of six (6) months, shall be paid in accordance with Company’s regular payroll cycle, beginning on the terms first payroll date following the date on which the general release referenced in Section 7.2 has become effective. In the event of Executive’s death, all such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided payments contemplated in this Section 4.05(c), the 7.4 shall be made to such person as Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may will designate by written in a notice to the Employer from time to time 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 (or reimburse) the monthly premiums for the continued benefit of Executive fails or Executive’s immediate family, as applicable, of group health care coverage continuation pursuant to give the Consolidated Omnibus Budget Reconciliation Act of 1986, for a six-month 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 incapacity due to physical or mental illness, and 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 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 its intention to terminate Executive’s employment. In the Employer event that Executive resumes the performance of such a beneficiarysubstantially all of Executive’s duties hereunder before the termination of Executive’s employment becomes effective, the Executive's estate; provided, however, that, notwithstanding the preceding clause notice of this sentence, the Employer intent to terminate shall automatically be deemed to have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteebeen revoked.

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable during the Employment Period until the earlier of (i) the Expiration Date or (ii) the 90th day following the date of the Executive's death or the date of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the an Executive who is determined to have a Disability and will be entitled to receive coverage under the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, if any, to the same extent as provided on the date of the determination that the Executive has a Disability until the earlier of (i) the Expiration Date or (ii) the 90th day following the date of the determination that the Executive has a Disability and, if the Employer has maintained the disability income insurance referred to in Section 2.02 of this Agreement, the benefits to which the Executive is entitled thereunder, if any. The cost of coverage under the Employer's group health plan will reimburse be payable solely by the premiums for Employer. Notwithstanding the preceding sentences of this paragraph (c), in the event the Employer has not maintained such disability income insurance, then the Employer shall continue to pay Salary and the cost of group health plan coverage for the Executive and his dependents for remainder of the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policyTerm. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid payable in equal monthly installments on the first day of each calendar month; provided, that the first installment shall not be paid on made earlier than the later of (i) the first day of the calendar month immediately following the date of the termination of the Employment Termination Date Period or (ii) the date which is fifteen (15) days following the date of the termination of the Employment Termination Date; except that Period and, provided further, that, notwithstanding any provision herein to the contrary, benefits to which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid payable in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable dies during the Employment Period following 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 7B. If Executive becomes Disabled (as 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's . Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s estate or beneficiaries in the date case of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the death of Executive's Designated Beneficiary also will ) shall be entitled to receive the Required Payments. Additionally, upon termination of employment due to the Executive’s death, or due to the Company’s involuntary termination of Executive’s employment due to the Executive’s Disability, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall also be entitled to the following: (i) any unpaid annual target bonus under Section 3B for the year immediately prior to the year of such termination (in an amount of equal to the bonus and long-term incentive compensation which percentage accrued by the Executive has earned Company, pursuant to GAAP, through the Employment Termination Date as determined last closed accounting month prior to the 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 good faith an amount equal to the bonus percentage accrued by the Committee. In additionCompany, in pursuant to GAAP, through the event last closed accounting month prior to the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months time of such coveragetermination), except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder bonus amounts shall be paid in equal monthly installments on at the first day of each calendar month; provided, that the first installment shall be paid on the later earlier of (iA) such time as the first day of Company regularly pays bonuses, or (B) no later than 2 ½ months following the calendar month immediately following year in which the Employment Termination Date or termination occurs; and (ii) the date continuation of his Annual Salary following such termination for a period of one year, which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid payable in accordance with the terms Company’s standard pay schedules; and (iii) in the case of such program. Further, any restricted stock grants which have been made termination due to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c)Disability, the Executive or the Company shall reimburse Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the ’s COBRA payments for Executive, further monthly installments ’s health insurance benefits for a period of Salary or Benefitsone year. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Executive's "Designated Beneficiary" means such individual beneficiary or trustBoard of Directors determines, located at such address as after consideration and implementation of reasonable accommodations, precludes the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer performing his essential job functions for a period longer than three consecutive months or a total of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under one hundred twenty (120) days in any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteetwelve month period.

Termination Upon Death or Disability. If Executive’s employment and the Employment Period is are terminated in accordance with because of the death or disability of Executive, Company shall, subject to Section 4.01(a) or Section 4.01(b)(i)7.14, be obligated to pay Executive or, if applicable, Executive’s estate, the Employer will pay to Accrued Amounts in lump sum form immediately on the disabled Executive or to Termination Date; provided, however, that payments for any unreimbursed expenses may be paid within ten (10) days after the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable during the Employment Period following the date of the Executive's death or the date of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by if the Committeeadditional time is reasonably required to calculate those amounts. In addition, in subject to Section 4.7 below, Company shall, subject to Section 7.14, be obligated to pay Executive or Executive’s estate (or provide Executive or Executive’s estate with) the event following benefits as severance: (i) At all times throughout Executive’s employment with the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the EmployerCompany, the Employer will reimburse Company shall pay the premiums for coverage a term life insurance policy with a death benefit of no less than Two Hundred Fifty Thousand Dollars ($250,000). Executive shall be the named insured and shall be the sole owner of the policy. Executive shall have the sole right to name all beneficiaries to the policy in his sole discretion. In the event that Executive’s employment with the Company terminates for any reason other than his death, Executive shall have the right to maintain the term life insurance policy at his sole expense. ; and (ii) if the Executive and/or his dependents timely and his properly elects continuation coverage under COBRA, Company shall reimburse Executive and/or Executive’s dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and monthly COBRA premium paid by Executive and/or his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder , and such reimbursement shall be paid in equal monthly installments to Executive and/or Executive’s dependents on the first 1st day of each calendar monththe month immediately following the month in which Executive and/or Executive’s dependents timely remits the premium payment; provided, provided that the first installment Executive and/or Executive’s dependents shall be paid eligible to receive such reimbursement until the earliest of (A) nine (9) month anniversary of the Termination Date; and (B) the date on which Executive becomes eligible to enroll in comparable coverage with another employer; and (iii) fifty percent (50%) of all options granted under the later Initial Equity Award or any Subsequent Equity Award and all other equity awards that otherwise were unvested at the time of the Termination Date shall immediately and fully accelerate and shall be deemed to be fully vested. In addition, Executive or Executive’s estate shall have the right to exercise any such option up until the earlier of (i) the first day of date that the calendar month immediately following the Employment Termination Date option otherwise would have expired had Executive remained employed with Company; or (ii) seven (7) years from the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence termination of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeemployment .

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i)If, the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable during the Employment Period (but not following the date expiration of the Executive's Employment Period), Officer’s employment is terminated due to his death or the date of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive Officer (or the Executive's Designated Beneficiary also will Officer’s estate) shall be entitled to receive the benefits provided below (in addition to the payments and entitlements in Section 4(a)), subject to tax withholding and other authorized deductions: (i) Corporation shall pay Officer (or Officer’s estate), at the time specified in Section 4(e), a lump sum cash amount equal to Officer’s Target Bonus for the year in which the Date of bonus Termination occurs, pro-rated based on the number of days in such year that had elapsed as of the Date of Termination. (ii) Officer (or Officer’s estate) shall be entitled to accelerated vesting as of the Date of Termination of any then-outstanding awards granted to Officer under Corporation’s stock and other equity and long-term incentive compensation which plans (to the Executive has earned through extent such awards have not previously become vested). Any stock options that are then vested (including any that become vested pursuant to the Employment Termination preceding sentence) and that are granted to Officer on or after the Effective Date as determined in good faith by the Committee. In additionshall, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months notwithstanding any provision of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits any applicable plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; providedaward agreement, that the first installment shall be paid on remain exercisable until the later of (ix) three (3) years after the first day Date of the calendar month immediately following the Employment Termination Date or (iiy) the date which is fifteen (15) days following specified in the Employment Termination Dateapplicable plan or award agreement; except that benefits which provided in no event shall any stock option be exercisable beyond its original expiration date. Notwithstanding the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Furtherforegoing two sentences, any restricted stock grants which have been made equity-based awards that are subject to forfeiture and/or vesting requirements based on the Executive upon the achievement satisfaction of LTI Performance Criteriaperformance-based criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided that such awards are outstanding as of the Date of Termination, shall continue to be governed by the provisions of the applicable award agreement in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estatecircumstances; provided, however, thatthat to the extent that any such then-outstanding equity-based awards are subject to forfeiture and/or vesting requirements based on the passage of time, notwithstanding such awards shall be fully accelerated with respect to such time-based forfeiture and/or vesting provisions. (iii) Officer and his family members shall be entitled to continuation of medical and dental benefits on the preceding clause same basis as provided in Section 4(b)(iii), except the maximum time period for such coverage shall be one year following the Date of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeTermination.

Termination Upon Death or Disability. If Your employment by the Employment Period is terminated Company shall terminate upon your death, or if, by virtue of total and permanent disability, you are unable to perform your duties hereunder. The determination that, by virtue of total and permanent disability, you are unable to perform your duties hereunder shall be made by a physician chosen by the Company and reasonably satisfactory to you (or your legal representative). The cost of such examination shall be borne by the Company. Without limiting the generality of the foregoing, you shall be conclusively presumed to be totally and permanently disabled hereunder if for reasons involving mental or physical illness or physical injury you fail to perform your duties hereunder for a period aggregating one hundred eighty (180) days or more in accordance with any twelve (12) consecutive month period. For purposes of this Section 4.01(a) or Section 4.01(b)(i)8, the Employer will pay to termination date in the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year event of the Executive's Salary that would have been payable during the Employment Period following death shall be the date of death and in the Executive's death or event of such total and permanent disability shall be the earlier of the date of the such physician's examination pursuant to which such determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive made or the Executive's Designated Beneficiary also will be entitled first business day after which such 180 days has expired. In the event of such a termination of employment as a result of your death or total and permanent disability, the Company shall have no further obligations hereunder except as provided in Section 9 hereof and except as provided below in this Section 8: (a) In the event of death, the Company shall pay to receive your estate amounts, at the annual Base Salary rate in effect on the termination date, in monthly payments, for a period of twelve (12) months following the termination date (or, in lieu of the obligation to make such payments, or in partial satisfaction of the obligation to make such payments, the Company may provide you with one or more life insurance policies, in which event the death benefit payable thereunder shall reduce, on a dollar-for-dollar basis, the amount of bonus and long-term incentive compensation the payments which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. Company would otherwise be obligated to make under this Section 8(a)); and (b) In addition, in the event the Executive is determined to have a Disability of total and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employerpermanent disability, the Employer will reimburse Company shall pay to you (or your estate) amounts, at the premiums annual Base Salary rate in effect on the termination date, payable in monthly payments, for coverage for a period of twelve (12) months following the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policytermination date. Amounts to which the Executive or the Executive's Designated Beneficiary are you would otherwise be entitled to receive hereunder under this subparagraph (b) shall be reduced by the amount of any disability insurance proceeds actually paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be to you or paid on the later of for your benefit (ior to your estate or legal representatives) the first day of the calendar month immediately with respect to such twelve (12) months following the Employment Termination Date or (ii) the termination date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the any disability income insurance maintained policy provided by the EmployerCompany, after taking into account the tax benefits (if any, shall be paid in accordance with the terms ) of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteepayments.

Termination Upon Death or Disability. (a) If the Employment Period Employee’s employment is terminated because of death, then, in addition to the vesting of the Restricted Stock in accordance with Section 4.01(a2(e) above, and the lapse of the forfeiture restrictions applicable to the DSUs referred to in Section 2(d) above in accordance with their respective Award Agreements: (i) Within 30 days after the date of Employee’s death, the Company shall pay to Employee’s estate a lump sum payment in cash equal to the Accrued Obligation. (ii) Until the date on which Employee’s spouse become eligible for coverage under Medicare whether as a result of reaching age 65 or such later date as must be attained or other criteria which must be met due to any governmental changes which affect Medicare eligibility, the Company shall arrange to provide Employee’s spouse medical insurance benefits substantially similar to those provided to Employee and his spouse immediately prior to the Termination Date (at no greater cost to Employee’s spouse than such cost to Employee in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company), provided Employee’s spouse shall pay the Company an amount equal to the full cost of such coverage and the Company will reimburse Employee’s spouse for the amount paid by Employee’s spouse in excess of the amount that would be paid by an executive officer of the Company for substantially similar benefits, and any reimbursement by the Company to Employee’s spouse required under this Section 4.01(b)(i6(a)(ii) shall be made on the last day of the month in which Employee’s spouse pays the amount required for such coverage. Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 6(a)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(ii) shall not be subject to liquidation or exchange for another benefit. (iii) The Company shall pay Employee’s estate a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the date of Executive’s death divided by the total number of days in the Company’s fiscal year (for purposes of this Section 6(a)(iii), the Employer will pay to “Pro Rata Fraction”) multiplied by the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that Bonus Employee would have been payable during earned for the Employment Period Company’s fiscal year ending contemporaneously with or immediately following the date of Employee’s death as reasonably determined by the Executive's death Board of Directors or a committee thereof after the date end of the Company’s fiscal year in which such death occurs in accordance with the Board of Directors’ determination that the Executive has a Disabilitypolicies then in effect, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment payment shall be paid on the later April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates; and (iv) Within 30 days after the date of Employee’s death, the Company shall pay to Employee’s estate a lump sum in cash equal to the employer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, Inc. 401(k) Savings Plan or any similar employer contribution plans adopted by the Company in which Employee is participating had he continued to remain employed by the Company until the earlier of February 6, 2017 or the second anniversary of the Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code; provided, however, that no payment shall be required with respect to either Plan if on the date of Employee’s death, the Company has ceased making employer contributions with respect to such Plan or has notified its employees that it intends to cease making such contributions within six months. (b) If Employee’s employment is terminated on account of his becoming permanently disabled (as defined in Section 6(b)(iv)), then, in addition to the vesting of the Restricted Stock in accordance with Section 2(e) above, and the lapse of the forfeiture restrictions applicable to the DSUs referred to in Section 2(d) above in accordance with their respective Award Agreements: (i) The Company shall pay to Employee, at the first day times specified in Section 6(b)(iii) below, the following amounts: (1) a lump sum in cash equal to the Accrued Obligation; (2) a lump sum in cash equal to Employee’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid; (3) a lump sum in cash equal to the product of (1) the monthly basic life insurance premium applicable to Employee’s basic life insurance coverage provided through the Company’s life insurance plan immediately prior to the Termination Date and (2) the number of full months and fractional months (if any) remaining until the earlier of February 6, 2017 or the second anniversary of the calendar month Termination Date; (4) cash installment payments each of which is equal to 1/52nd of the Annual Salary, at the then current rate, that would have been paid if Employee’s employment had continued and not been terminated under this Section 6(b), for each week during the period beginning on the Termination Date and ending on the earlier of February 6, 2017 or the second anniversary of the Termination Date; (5) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year (for purposes of this Section 6(b), the “Pro Rata Fraction”) multiplied by the Bonus that Employee would have earned for the Company’s fiscal year ending contemporaneously with or immediately following the Employment Termination Date or (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained as reasonably determined by the Employer, if any, shall be paid Board of Directors or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the terms Board of Directors’ determination policies then in effect; and (6) a lump sum in cash equal to the employer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, Inc. 401(k) Savings Plan and any similar employer contribution plans adopted by the Company in which Employee is participating had he continued to remain employed by the Company until the earlier of February 6, 2017 or the second anniversary of the Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code: provided, however, that no payment shall be required with respect to either Plan if on the Termination Date, the Company has ceased making employer contributions with respect to such Plan or has notified its employees that it intends to cease making such contributions within six months. (ii) Until each of Employee and his spouse become eligible for coverage under Medicare whether as a result of reaching age 65 or such later date as must be attained or other criteria which must be met due to any governmental changes which affect Medicare eligibility, the Company shall arrange to provide Employee and his spouse (and to each one severally in the event that the other shall have become eligible for Medicare coverage as described herein) medical insurance benefits substantially similar to those provided to Employee and his spouse immediately prior to the Termination Date (at no greater cost to Employee than such cost to Employee in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company), provided Employee shall pay the Company an amount equal to the full cost of such program. Further, any restricted stock grants which have been made to coverage and the Executive upon Company will reimburse Employee for the achievement amount paid by Employee in excess of LTI Performance Criteria, any other restricted stock grants to the Executiveamount that would be paid by an executive officer of the Company for substantially similar benefits, and any outstanding stock options granted reimbursement by the Company to Employee required under this Section 6(b)(ii) shall be made on the Executive shall become fully vestedlast day of the month in which Employee pays the amount required for such coverage. Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the extent otherwise provided amount of expenses eligible for reimbursement under this Section 6(b)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 4.05(c6(b)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(b)(ii) shall not be subject to liquidation or exchange for another benefit. (iii) The amounts payable under Section 6(b)(i) shall be paid as follows: (1) The Company shall pay Employee the amount specified in Section 6(b)(i)(1) within 30 days the Termination Date. (2) Subject to Section 6(b)(iii)(5), the Executive Company shall pay Employee the amounts specified in Sections 6(b)(i)(2), 6(b)(i)(3) and 6(b)(i)(6) 30 days following the date of Employee’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee. (3) Subject to Section 6(b)(iii)(5), the Company shall pay Employee the amount specified in Section 6(b)(i)(4) each Friday beginning with the first Friday immediately following the date of Employee’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee (and such first payment shall include all amounts that would have been paid to Employee under this Section 6(b)(iii)(3) if Employee had not been a Specified Employee). (4) Subject to Section 6(b)(iii)(5), the Company shall pay Employee the amount specified in Section 6(b)(iii)(5), (A) on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates if Employee is not a Specified Employee or (B) on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates or the Executive's Designated Beneficiary date that is six months following the date of Employee’s Separation From Service if he is a Specified Employee. (5) In the event of the termination of Employee’s employment pursuant to Section 6(b) in a circumstance where Employee has incurred a Section 409A Disability, the Company shall have no right pay or begin to receivepay, as applicable, Employee the amounts required to be paid pursuant to Sections 6(b)(i)(2), 6(b)(i)(3), 6(b)(i)(4) and 6(b)(i)(6) within 30 days after the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefitsdate Employee incurs a Section 409A Disability. For the purposes of this Agreement, “Section 409A Disability” means the Executive's "Designated Beneficiary" means such individual beneficiary inability of Employee to engage in any substantial gainful activity by reason of any medically determinable physical or trustmental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Employee shall also be treated as having a “Section 409A Disability” if he is, located at such address as the Executive may designate by written notice reason of a medically determinable physical or mental impairment that can be expected to the Employer from time result in death or can be expected to time orlast for a continuous period of not less than 12 months, if the Executive fails to give written notice to the Employer receiving income replacement benefits for a period of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty not less than three months under any circumstances to attempt to open an estate on behalf accident and health plan covering employees of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeCompany.

Termination Upon Death or Disability. (a) If the Employment Period Employee’s employment is terminated because of death, then (i) Within 30 days after the date of Employee’s death, the Company shall pay to Employee’s estate a lump sum payment in accordance with cash equal to the Accrued Obligation. (ii) Until the date on which Employee would have reached age 65, the Company shall arrange to provide Employee’s dependents medical insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the Termination Date (at no greater cost to Employee’s dependents than such cost to Employee in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company), provided Employee’s dependents shall pay the Company an amount equal to the full cost of such coverage and the Company will reimburse Employee’s dependents for the amount paid by Employee’s dependents in excess of the amount that would be paid by an executive officer of the Company for substantially similar benefits, and any reimbursement by the Company to Employee’s dependents required under this Section 4.01(a6(a)(ii) shall be made on the last day of the month in which Employee’s dependents pays the amount required for such coverage. Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 4.01(b)(i6(a)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(ii) shall not be subject to liquidation or exchange for another benefit. (iii) The Company shall pay Employee’s estate a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the date of Executive’s death divided by the total number of days in the Company’s fiscal year (for purposes of this Section 6(a)(iii), the Employer will pay to “Pro Rata Fraction”) multiplied by the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that Bonus Employee would have been payable during earned for the Employment Period Company’s fiscal year ending contemporaneously with or immediately following the date of Employee’s death as reasonably determined by the Executive's death Board of Directors or a committee thereof after the date end of the Company’s fiscal year in which such death occurs in accordance with the Board of Directors’ determination that the Executive has a Disabilitypolicies then in effect, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment payment shall be paid on the later April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates; and (iv) Within 30 days after the date of Employee’s death, the Company shall pay to Employee’s estate a lump sum in cash equal to the employer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, Inc. 401(k) Savings Plan or any similar employer contribution plans adopted by the Company in which Employee is participating had he continued to remain employed by the Company until the earlier of February 6, 2017 or the second anniversary of the Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code; provided, however, that no payment shall be required with respect to either Plan if on the date of Employee’s death, the Company has ceased making employer contributions with respect to such Plan or has notified its employees that it intends to cease making such contributions within six months. (b) If Employee’s employment is terminated on account of his becoming permanently disabled (as defined in Section 6(b)(iv)), then: (i) The Company shall pay to Employee, at the first day times specified in Section 6(b)(iii) below, the following amounts: (1) a lump sum in cash equal to the Accrued Obligation; (2) a lump sum in cash equal to Employee’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid; (3) a lump sum in cash equal to the product of (1) the monthly basic life insurance premium applicable to Employee’s basic life insurance coverage provided through the Company’s life insurance plan immediately prior to the Termination Date and (2) the number of full months and fractional months (if any) remaining until the earlier of February 6, 2017 or the second anniversary of the calendar month Termination Date; (4) cash installment payments each of which is equal to 1/52nd of the Annual Salary, at the then current rate, that would have been paid if Employee’s employment had continued and not been terminated under this Section 6(b), for each week during the period beginning on the Termination Date and ending on the earlier of February 6, 2017 or the second anniversary of the Termination Date; (5) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the Termination Date divided by the total number of days in the Company’s fiscal year (for purposes of this Section 6(b), the “Pro Rata Fraction”) multiplied by the Bonus that Employee would have earned for the Company’s fiscal year ending contemporaneously with or immediately following the Employment Termination Date or (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained as reasonably determined by the Employer, if any, shall be paid Board of Directors or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the terms Board of Directors’ determination policies then in effect; and (6) a lump sum in cash equal to the employer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, Inc. 401(k) Savings Plan and any similar employer contribution plans adopted by the Company in which Employee is participating had he continued to remain employed by the Company until the earlier of February 6, 2017 or the second anniversary of the Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code: provided, however, that no payment shall be required with respect to either Plan if on the Termination Date, the Company has ceased making employer contributions with respect to such Plan or has notified its employees that it intends to cease making such contributions within six months. (ii) Until the date on which Employee reaches age 65, the Company shall arrange to provide Employee and his dependents medical insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the Termination Date (at no greater cost to Employee than such cost to Employee in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company), provided Employee shall pay the Company an amount equal to the full cost of such program. Further, any restricted stock grants which have been made to coverage and the Executive upon Company will reimburse Employee for the achievement amount paid by Employee in excess of LTI Performance Criteria, any other restricted stock grants to the Executiveamount that would be paid by an executive officer of the Company for substantially similar benefits, and any outstanding stock options granted reimbursement by the Company to Employee required under this Section 6(b)(ii) shall be made on the Executive shall become fully vestedlast day of the month in which Employee pays the amount required for such coverage. Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the extent otherwise provided amount of expenses eligible for reimbursement under this Section 6(b)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 4.05(c6(b)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(b)(ii) shall not be subject to liquidation or exchange for another benefit. (iii) The amounts payable under Section 6(b)(i) shall be paid as follows: (1) The Company shall pay Employee the amount specified in Section 6(b)(i)(1) within 30 days the Termination Date. (2) Subject to Section 6(b)(iii)(5), the Executive Company shall pay Employee the amounts specified in Sections 6(b)(i)(2), 6(b)(i)(3) and 6(b)(i)(6) 30 days following the date of Employee’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee. (3) Subject to Section 6(b)(iii)(5), the Company shall pay Employee the amount specified in Section 6(b)(i)(4) each Friday beginning with the first Friday immediately following the date of Employee’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee (and such first payment shall include all amounts that would have been paid to Employee under this Section 6(b)(iii)(3) if Employee had not been a Specified Employee). (4) Subject to Section 6(b)(iii)(5), the Company shall pay Employee the amount specified in Section 6(b)(iii)(5), (A) on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates if Employee is not a Specified Employee or (B) on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates or the Executive's Designated Beneficiary date that is six months following the date of Employee’s Separation From Service if he is a Specified Employee. (5) In the event of the termination of Employee’s employment pursuant to Section 6(b) in a circumstance where Employee has incurred a Section 409A Disability, the Company shall have no right pay or begin to receivepay, as applicable, Employee the amounts required to be paid pursuant to Sections 6(b)(i)(2), 6(b)(i)(3), 6(b)(i)(4) and 6(b)(i)(6) within 30 days after the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefitsdate Employee incurs a Section 409A Disability. For the purposes of this Agreement, “Section 409A Disability” means the Executive's "Designated Beneficiary" means such individual beneficiary inability of Employee to engage in any substantial gainful activity by reason of any medically determinable physical or trustmental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Employee shall also be treated as having a “Section 409A Disability” if he is, located at such address as the Executive may designate by written notice reason of a medically determinable physical or mental impairment that can be expected to the Employer from time result in death or can be expected to time orlast for a continuous period of not less than 12 months, if the Executive fails to give written notice to the Employer receiving income replacement benefits for a period of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty not less than three months under any circumstances to attempt to open an estate on behalf accident and health plan covering employees of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeCompany.

Termination Upon Death or Disability. (a) If the Employment Period Employee’s employment is terminated because of death, then (i) Within 30 days after the date of Employee’s death, the Company shall pay to Employee’s estate a lump sum payment in accordance with cash equal to the Accrued Obligation. (ii) Until the earlier of the February 6, 2011 or the second anniversary of the Termination Date the Company shall arrange to provide Employee’s dependents medical insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the date of termination (at no greater cost to Employee’s dependents than such cost to Employee in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 4.01(a) or Section 4.01(b)(i6(a)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the Employer will expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 6(a)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(ii) shall not be subject to liquidation or exchange for another benefit. (iii) Within 30 days after the date of Employee’s death, the Company shall pay to the disabled Executive or Employee’s estate a lump sum in cash equal to the Executive's Designated Beneficiaryemployer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, as Inc. 401(k) Savings Plan and The Men’s Wearhouse, Inc. Employee Stock Ownership Plan had he continued to remain employed by the case may beCompany until the earlier of February 6, one year 2011 or the second anniversary of the Executive's Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code. (iv) Within 30 days after the date of Employee’s death, the Company shall pay to Employee’s estate a lump sum in cash equal to the employer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, Inc. 401(k) Savings Plan and The Men’s Wearhouse, Inc. Employee Stock Ownership Plan had he continued to remain employed by the Company until the earlier of February 6, 2011 or the second anniversary of the Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code. (b) If Employee’s employment is terminated on account of his becoming permanently disabled (as defined in Section 6(b)(iv)), then: (i) The Company shall pay to Employee, at the times specified in Section 6(b)(iii) below, the following amounts: (1) a lump sum in cash equal to the Accrued Obligation; (2) a lump sum in cash equal to Employee’s Annual Salary earned through the date of termination for periods following his Separation From Service, to the extent not theretofore paid; (3) a lump sum in cash equal to the product of (1) the monthly basic life insurance premium applicable to Employee’s basic life insurance coverage provided through the Company’s life insurance plan immediately prior to the Termination Date and (2) the number of full months and fractional months (if any) remaining until the earlier of February 6, 2011 or the second anniversary of the Termination Date; (4) cash installment payments each of which is equal to 1/52nd of the Annual Salary, at the then current rate, that would have been payable paid if Employee’s employment had continued and not been terminated under this Section 6(b), for each week during the Employment Period period beginning on the Termination Date and ending on the earlier of February 6, 2011 or the second anniversary of the Termination Date; (5) cash installment payments each of which is equal to the amount of the Annual Insurance Premium Bonus that would have been paid if Employee’s employment had continued during the period beginning on the Termination Date and ending on the earlier of February 6, 2011 or the second anniversary of the Termination Date; and (6) a lump sum in cash equal to the employer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, Inc. 401(k) Savings Plan and The Men’s Wearhouse, Inc. Employee Stock Ownership Plan had he continued to remain employed by the Company until the earlier of February 6, 2011 or the second anniversary of the Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code. (ii) Until the earlier of February 6, 2011 or the second anniversary of the Termination Date the Company shall arrange to provide Employee and his dependents medical insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the date of termination (at no greater cost to Employee than such cost to Employee in effect immediately prior to the date of termination, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(b)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 6(b)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(b)(ii) shall not be subject to liquidation or exchange for another benefit. (iii) The amounts payable under Section 6(b)(i) shall be paid as follows: (1) The Company shall pay Employee the Accrued Obligation within 30 days after the date of termination. (2) Subject to Section 6(b)(iii)(E), the Company shall pay Employee the amounts specified in Sections 6(b)(i)(B), 6(b)(i)(C) and 6(b)(i)(F) 30 days following the date of Employee’s Separation From Service if he is not a Specified Employee or on the Executive's death or date that is six months following the date of his Separation From Service if he is a Specified Employee. (3) Subject to Section 6(b)(iii)(E), the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive Company shall pay Employee the amount specified in Section 6(b)(i)(D) each Friday beginning with the first Friday immediately following the date of bonus Employee’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee (and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined such first payment shall include all amounts that would have been paid to have Employee under this Section 6(b)(vi)(C) if Employee had not been a Disability and the Executive elects under COBRA Specified Employee). (4) Subject to continue his health insurance through a group health insurance plan sponsored or maintained by the EmployerSection 6(b)(iii)(E), the Employer will reimburse Company shall pay Employee the premiums for coverage for the Executive and amount specified in Section 6(b)(i)(E) on January 1 of each year following his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts Separation From Service with respect to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; such payment is payable, provided, however, that the first installment such payment shall not be paid on made before the later date that is six months following the date of his Separation From Service if Employee is a Specified Employee. (i5) In the first day event of the calendar month immediately following the Employment Termination Date or (iitermination of Employee’s employment pursuant to Section 6(b) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this a circumstance where Employee has incurred a Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.409A

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable dies during the Employment Period following 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 7B. If Executive becomes Disabled (as 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's . Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s estate or beneficiaries in the date case of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the death of Executive's Designated Beneficiary also will ) shall be entitled to receive the Required Payments. Additionally, upon termination of employment due to the Executive’s death, or due to the Company’s involuntary termination of Executive’s employment due to the Executive’s Disability, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall also be entitled to the following: (i) any unpaid annual target bonus under Section 3B for the year immediately prior to the year of such termination (in an amount of equal to the bonus and long-term incentive compensation which percentage accrued by the Executive has earned Company, pursuant to GAAP, through the Employment Termination Date as determined last closed accounting month prior to the 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 good faith an amount equal to the bonus percentage accrued by the Committee. In additionCompany, in pursuant to GAAP, through the event last closed accounting month prior to the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months time of such coveragetermination), except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder bonus amounts shall be paid in equal monthly installments on at the first day of each calendar month; provided, that the first installment shall be paid on the later earlier of (iA) such time as the first day of Company regularly pays bonuses, or (B) no later than 2 1⁄2 months following the calendar month immediately following year in which the Employment Termination Date or termination occurs; and (ii) the date continuation of his Annual Salary following such termination for a period of six months, which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid payable in accordance with the terms Company’s standard pay schedules; and (iii) in the case of such program. Further, any restricted stock grants which have been made termination due to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c)Disability, the Executive or the Company shall reimburse Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the ’s COBRA payments for Executive, further monthly installments ’s health insurance benefits for a period of Salary or Benefitssix months. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Executive's "Designated Beneficiary" means such individual beneficiary or trustBoard of Directors determines, located at such address as after consideration and implementation of reasonable accommodations, precludes the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer performing his essential job functions for a period longer than three consecutive months or a total of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under one hundred twenty (120) days in any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteetwelve month period.

Termination Upon Death or Disability. If Employee’s employment under this Agreement shall terminate upon Employee’s (i) death, or (ii) “Disability,” which for purposes of this Agreement means a “Total Disability” (or equivalent) as defined under Employer’s Long Term Disability Plan in effect at the Employment Period is terminated time of the Disability. In the event of a termination due to Employee’s death or Disability, Employer shall be under no further obligation to Employee, except to pay or provide to Employee (or his estate and/or beneficiaries): (A) all accrued but unpaid Base Salary and accrued but unused vacation days, in accordance with Section 4.01(aeach case, measured as of the termination date and paid, within 30 days following such termination, less all applicable deductions; (B) or Section 4.01(b)(i)any earned and vested benefits and payments pursuant to the terms of any benefit plan (the payments and benefits described in subsections (A) and (B) herein, the “Employee’s Accrued Obligations”) and (C) any annual bonus for a prior completed calendar year that is yet to be calculated and/or paid to Employee, paid as soon as practicable following effectiveness of the release described in Section 6 but in no event later than March 15 of the year following the calendar year to which such bonus relates (“Earned but Unpaid Bonus”). In addition to the foregoing, (1) if Employee is participating in the health plans of Employer will at the time of termination, Employer shall pay to the disabled Executive or to the Executive's Designated Beneficiary, as Employee (and/or his qualified beneficiaries’ in the case may be, one year of his death) his or their premiums attributable to maintaining Employee’s (and/or his qualified beneficiaries’) insurance coverage under the Executive's Salary Consolidated Omnibus Budget Reconciliation Act until the earlier of (A) the date that would have been payable during the Employment Period is eighteen (18) months following the date of termination (the Executive's death or “Continued Benefits”), and (B) the date of the determination that the Executive has a Disability, whichever Employee is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming becomes eligible for comparable coverage under health plans of another employer's health benefits plan , (2) Employer shall pay to Employee (or policy. Amounts his estate and/or beneficiaries), in a lump sum following effectiveness of the release described in Section 6 and at the same time Employer pays annual bonuses for such calendar year to which the Executive or the Executive's Designated Beneficiary are entitled its other executives, an amount (a “Prorated Bonus”) equal to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (ix) the first day actual annual bonus Employee would have received under the Bonus Plan had he remained employed by Employer through the remainder of the calendar month immediately following year in which termination occurred, multiplied by (y) a fraction, the Employment Termination Date or (ii) the date numerator of which is fifteen the number of days Employee was employed in the calendar year in which termination occurred and the denominator of which is 365, and (153) days following all Operating Units (as defined in the Employment Termination Date; except that benefits which KAR LLC Agreement) and all Value Units (as defined in the Executive is entitled to receive under KAR LLC Agreement) held by Employee (or his estate and/or beneficiaries) in KAR Holdings II, LLC (“KAR LLC”) shall not be forfeited upon such termination of employment of the disability income insurance maintained Employee and shall be retained by the Employer, if any, Employee and shall be paid in accordance with otherwise remain subject to the terms and conditions of such program. Furtherthe Second Amended and Restated Limited Liability Company Agreement of KAR LLC, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteriadated April 20, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive 2007 (as amended or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer restated from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiarytime, the Executive's estate; provided“KAR LLC Agreement”), however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf except that Section 12.4 of the Executive, to determine whether any beneficiary designated by KAR LLC Agreement shall not apply in respect of the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeOperating Units and Value Units retained hereunder.

Termination Upon Death or Disability. (a) If the Employment Period Employee’s employment is terminated because of death, then (i) Within 30 days after the date of Employee’s death, the Company shall pay to Employee’s estate a lump sum payment in accordance with cash equal to the Accrued Obligation. (ii) Until the date on which the Employee would have reached age 65, the Company shall arrange to provide Employee’s dependents medical insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the Termination Date (at no greater cost to Employee’s dependents than such cost to Employee in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 4.01(a) or Section 4.01(b)(i6(a)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the Employer will expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 6(a)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(ii) shall not be subject to liquidation or exchange for another benefit. (iii) Within 30 days after the date of Employee’s death, the Company shall pay to the disabled Executive or Employee’s estate a lump sum in cash equal to the Executive's Designated Beneficiaryemployer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, as Inc. 401(k) Savings Plan and The Men’s Wearhouse, Inc. Employee Stock Ownership Plan had he continued to remain employed by the case may beCompany until the earlier of February 6, one year 2016 or the second anniversary of the Executive's Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code; provided, however, that no payment shall be required with respect to either Plan if on the date of the Employee’s death, the Company has ceased making employer contributions with respect to such Plan or has notified its employees that it intends to cease making such contributions within six months. (b) If Employee’s employment is terminated on account of his becoming permanently disabled (as defined in Section 6(b)(v)), then: (i) The Company shall pay to Employee, at the times specified in Section 6(b)(iv) below, the following amounts: (1) a lump sum in cash equal to the Accrued Obligation; (2) a lump sum in cash equal to Employee’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid; (3) a lump sum in cash equal to the product of (1) the monthly basic life insurance premium applicable to Employee’s basic life insurance coverage provided through the Company’s life insurance plan immediately prior to the Termination Date and (2) the number of full months and fractional months (if any) remaining until the earlier of February 6, 2016 or the second anniversary of the Termination Date; (4) cash installment payments each of which is equal to 1/52nd of the Annual Salary, at the then current rate, that would have been payable paid if Employee’s employment had continued and not been terminated under this Section 6(b), for each week during the Employment Period period beginning on the Termination Date and ending on the earlier of February 6, 2016 or the second anniversary of the Termination Date; and (5) a lump sum in cash equal to the employer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, Inc. 401(k) Savings Plan and The Men’s Wearhouse, Inc. Employee Stock Ownership Plan had he continued to remain employed by the Company until the earlier of February 6, 2016 or the second anniversary of the Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code: provided, however, that no payment shall be required with respect to either Plan if on the Termination Date, the Company has ceased making employer contributions with respect to such Plan or has notified its employees that it intends to cease making such contributions within six months.. (ii) Until the date on which the Employee reaches age 65, the Company shall arrange to provide Employee and his dependents medical insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the Termination Date (at no greater cost to Employee than such cost to Employee in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(b)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 6(b)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(b)(ii) shall not be subject to liquidation or exchange for another benefit. (iii) Within 30 days after the Termination Date, the Company shall assign its interest in the Split Dollar Policies to Employee, and the Company agrees to complete all documentation necessary or desirable to effect such assignment. (iv) The amounts payable under Section 6(b)(i) shall be paid as follows: (1) The Company shall pay Employee the amount specified in Section 6(b)(i)(1) within 30 days the Termination Date. (2) Subject to Section 6(b)(iv)(4), the Company shall pay Employee the amounts specified in Sections 6(b)(i)(2), 6(b)(i)(3) and 6(b)(i)(5) 30 days following the date of Employee’s Separation From Service if he is not a Specified Employee or on the Executive's death or date that is six months following the date of his Separation From Service if he is a Specified Employee. (3) Subject to Section 6(b)(iv)(4), the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive Company shall pay Employee the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined specified in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on Section 6(b)(i)(4) each Friday beginning with the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) the first day of the calendar month Friday immediately following the Employment Termination Date date of Employee’s Separation From Service if he is not a Specified Employee or (ii) on the date which that is fifteen (15) days six months following the Employment Termination Date; except date of his Separation From Service if he is a Specified Employee (and such first payment shall include all amounts that benefits which would have been paid to Employee under this Section 6(b)(iv)(3) if Employee had not been a Specified Employee). (4) In the Executive is entitled event of the termination of Employee’s employment pursuant to receive under Section 6(b) in a circumstance where Employee has incurred a Section 409A Disability, the disability income insurance maintained by Company shall pay or begin to pay, as applicable, Employee the Employer, if any, shall amounts required to be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made pursuant to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(cSections 6(b)(i)(2), 6(b)(i)(3), 6(b)(i)(4) and 6(b)(i)(5) within 30 days after the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefitsdate Employee incurs a Section 409A Disability. For the purposes of this Agreement, “Section 409A Disability” means the Executive's "Designated Beneficiary" means such individual beneficiary inability of Employee to engage in any substantial gainful activity by reason of any medically determinable physical or trustmental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Employee shall also be treated as having a “Section 409A Disability” if he is, located at such address as the Executive may designate by written notice reason of a medically determinable physical or mental impairment that can be expected to the Employer from time result in death or can be expected to time orlast for a continuous period of not less than 12 months, if the Executive fails to give written notice to the Employer receiving income replacement benefits for a period of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty not less than three months under any circumstances to attempt to open an estate on behalf accident and health plan covering employees of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeCompany.

Termination Upon Death or Disability. If the Employment Period an Executive’s employment is terminated in accordance with Section 4.01(aby death or the Company terminates the Executive’s employment for Disability the Company shall: (a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive (or in the event of termination of employment by reason of the Executive’s death, the Executive’s legal representative or the Executive’s estate if no representative has been appointed) in a lump sum in cash, within 30 days after the Date of Termination, or as otherwise provided in this Section 6.1, any portion of the Executive’s Base Salary through the Date of Termination that has not been paid plus any earned but unpaid Annual Bonus, deferred compensation or other payments due the Executive; (b) if approved by the Compensation Committee, in their sole discretion, pay to the Executive a pro rata portion of any Annual Bonus the Executive would have earned in that Fiscal Period (based on the days covered by the Bonus Plan in that Fiscal Period divided by the number of days in that Fiscal Period) as if he/she had been employed for the full Fiscal Period, payable at the same time the Company pays other executives bonuses for that Fiscal Period; and (c) make available to the Executive (or the Executive’s eligible dependents) any rights to continued health and welfare benefits provided by law (i.e., COBRA) or payable to the Executive under the terms of the Welfare Benefit Plans in effect immediately prior to the Executive's Designated Beneficiary’s death or Disability. Anything in this Agreement to the contrary notwithstanding, if the Executive’s death or Disability occurs during the Change of Control Period, the Executive or Executive’s family shall be entitled to receive benefits at least equal to the most favorable benefits provided by the Company and any of its Affiliates to disabled executives or the surviving families of peer executives of the Company and such Affiliates under such plans, programs, practices and policies relating to family disability or death benefits, if any, as in effect with respect to other peer executives and their families at any time during the case may be90-day period immediately preceding the Change of Control or, one year of if more favorable to the Executive and/or the Executive's Salary that would have been payable during the Employment Period following ’s family, as in effect on the date of the Executive's ’s death or the date Disability with respect to other peer executives of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus Company and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability its Affiliates and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) the first day of the calendar month immediately following the Employment Termination Date or (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteetheir families.

Termination Upon Death or Disability. If Executive’s employment and the Employment Period is are terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year because of the Executive's Salary that would have been payable during the Employment Period following the date of the Executive's death or the date disability of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) the first day of the calendar month immediately following the Employment Termination Date or (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted Company shall, subject to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c)7.14, the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation be obligated to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiaryapplicable, Executive’s estate, the Executive's estateAccrued Amounts in lump sum form immediately on the Termination Date; provided, however, thatthat payments for any unreimbursed expenses may be paid within ten (10) days after the Termination Date if the additional time is reasonably required to calculate those amounts. In addition, notwithstanding subject to Section 4.7 below, Company shall, subject to Section 7.14, be obligated to pay Executive or Executive’s estate (or provide Executive or Executive’s estate with) the preceding clause following benefits as severance: (i) if the Executive and/or Executive’s dependents timely and properly elects continuation coverage under COBRA, Company shall reimburse Executive and/or Executive’s dependents for the monthly COBRA premium paid by Executive and/or Executive’s dependents, and such reimbursement shall be paid to Executive and/or Executive’s dependents on the 1st day of this sentencethe month immediately following the month in which Executive and/or Executive’s dependents timely remits the premium payment; provided that Executive and/or Executive’s dependents shall be eligible to receive such reimbursement until the earliest of (a) one (1) year anniversary of the Termination Date; and (b) the date on which Executive and/or Executive’s dependents become eligible to enroll in comparable coverage with another employer; and (ii) all options or equity awards granted to Executive under the Initial Equity Award, any Subsequent Equity Awards, or any other equity awards that are or were unvested at the Employer time of the Termination Date shall immediately and fully accelerate and shall be deemed to be fully vested. In addition, Executive or Executive’s estate shall have no duty under the right to exercise any circumstances to attempt to open an estate on behalf such option up until the earlier of (a) the date that the option otherwise would have expired had Executive remained employed with Company; or (b) seven (7) years from the date of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence termination of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeemployment.

Termination Upon Death or Disability. If Executive’s employment and the Employment Period is are terminated in accordance with because of the death or disability of Executive, Company shall, subject to Section 4.01(a) or Section 4.01(b)(i)7.14, be obligated to pay Executive or, if applicable, Executive’s estate, the Employer will pay to Accrued Amounts in lump sum form immediately on the disabled Executive or to Termination Date; provided, however, that payments for any unreimbursed expenses may be paid within ten (10) days after the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable during the Employment Period following the date of the Executive's death or the date of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by if the Committeeadditional time is reasonably required to calculate those amounts. In addition, in subject to Section 4.7 below, Company shall, subject to Section 7.14, be obligated to pay Executive or Executive’s estate (or provide Executive or Executive’s estate with) the event following benefits as severance: (i) if the Executive is determined to have a Disability and/or Executive’s dependents timely and the properly elects continuation coverage under COBRA, Company shall reimburse Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his and/or Executive’s dependents for the initial twelve months of monthly COBRA premium paid by Executive and/or Executive’s dependents, and such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder reimbursement shall be paid in equal monthly installments to Executive and/or Executive’s dependents on the first 1st day of each calendar monththe month immediately following the month in which Executive and/or Executive’s dependents timely remits the premium payment; provided, provided that the first installment Executive and/or Executive’s dependents shall be paid eligible to receive such reimbursement until the earliest of (A) one (1) year anniversary of the Termination Date; and (B) the date on which Executive and/or Executive’s dependents become eligible to enroll in comparable coverage with another employer; and (ii) all options or equity awards granted to Executive (if any) that are or were unvested at the later time of the Termination Date shall immediately and fully accelerate and shall be deemed to be fully vested. In addition, Executive or Executive’s estate shall have the right to exercise any such option up until the earlier of (i) the first day of date that the calendar month immediately following the Employment Termination Date option otherwise would have expired had Executive remained employed with Company; or (ii) seven (7) years from the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence termination of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeemployment.

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i)Executive dies during the Term, the Employer will pay obligations of the Company to or with respect to the disabled Executive or shall terminate in their entirety, except as otherwise provided under this Section 4. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plan, 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 the Executive's Designated Beneficiary, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that, before terminating the Executive because he has become eligible for disability benefits under the Company’s long-term disability plan, the Committee shall give notice to the Executive that it is contemplating same and give him at least 20 business days to obtain the written opinion of a qualified physician reasonably acceptable to the Company stating that it is reasonable to assume that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice. In the event that the Executive provides the Committee with such an opinion, then the Company may not terminate him for disability during such 90-day period so long as he returns to work during such 90-day period. Upon the death of the Executive or upon the Executive’s Separation from Service by virtue of his qualification for long-term disability benefits, the Executive (or the Executive’s estate or beneficiaries in the case may be, one year of the death of the Executive's ) shall have no right to receive any compensation or benefits under this Agreement on and after his Separation from Service, other than: (a) Annual Salary earned and unpaid under this Agreement prior to the Separation from Service; (b) Any earned but unpaid bonus for the immediately preceding calendar year, which bonus shall be paid no later than 2½ months following the end of the immediately preceding calendar year in which it was earned; (c) A pro-rata bonus with respect to the calendar year in which the Executive’s Separation from Service occurred to the extent performance goals related to the bonus are achieved, to be paid at the same time bonuses are normally paid for the year, but in no event later than 2½ months following the end of the calendar year in which the Executive’s Separation from Service occurred; (d) Employee Benefits through the Separation from Service, along with any standard post-termination rights and benefits; (e) Reimbursement under this Agreement for expenses incurred but not paid prior to Separation from Service; and (f) All unvested LTI awards held by the Executive (including the Initial Equity Grant) shall immediately fully vest; provided, however, that would have been payable during if the Employment Period following LTI awards are subject to performance vesting requirements, such vesting shall occur at the stated target preformance. All vested stock options (including the vested stock options in the Initial Equity Grant) must be exercised by the earlier of (A) the three-year anniversary of the date of the Executive's death or ’s Separation from Service and (B) the LTI Grant Expiration Date. In the event of a termination of the Executive’s employment as a result of his disability, in addition to the amount specified in the first sentence of this paragraph, the Executive will also be entitled to receive disability benefits under the Company’s then existing long-term disability plan. After the date of the determination that the Executive has a DisabilityExecutive’s Separation from Service, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder there shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) the first day of the calendar month immediately following the Employment Termination Date or (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance no further rights with the terms of such program. Further, any restricted stock grants which have been made respect to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise hereunder (except as provided in this Section 4.05(c8.15), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable dies during the Employment Period following 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 7B. If Executive becomes Disabled (as defined below), then the Company shall have the right, to the extent Exhibit 10.1 permitted by law, to terminate the employment of Executive upon 30 days prior written notice in writing to Executive's . Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s estate or beneficiaries in the date case of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the death of Executive's Designated Beneficiary also will ) shall be entitled to receive the Required Payments. Additionally, upon termination of employment due to the Executive’s death, or due to the Company’s involuntary termination of Executive’s employment due to the Executive’s Disability, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall also be entitled to the following: (i) any unpaid annual target bonus under Section 3B for the year immediately prior to the year of such termination (in an amount of equal to the bonus and long-term incentive compensation which percentage accrued by the Executive has earned Company, pursuant to GAAP, through the Employment Termination Date as determined last closed accounting month prior to the 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 good faith an amount equal to the bonus percentage accrued by the Committee. In additionCompany, in pursuant to GAAP, through the event last closed accounting month prior to the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months time of such coveragetermination), except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder bonus amounts shall be paid in equal monthly installments on at the first day of each calendar month; provided, that the first installment shall be paid on the later earlier of (iA) such time as the first day of Company regularly pays bonuses, or (B) no later than 2 ½ months following the calendar month immediately following year in which the Employment Termination Date or termination occurs; and (ii) the date continuation of his Annual Salary following such termination for a period of six months, which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid payable in accordance with the terms Company’s standard pay schedules; and (iii) in the case of such program. Further, any restricted stock grants which have been made termination due to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c)Disability, the Executive or the Company shall reimburse Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the ’s COBRA payments for Executive, further monthly installments ’s health insurance benefits for a period of Salary or Benefitssix months. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.“

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable dies during the Employment Period following 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 7B. If Executive becomes Disabled (as 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's . Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s estate or beneficiaries in the date case of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the death of Executive's Designated Beneficiary also will ) shall be entitled to receive the Required Payments. Additionally, upon termination of employment due to the Executive’s death, or due to the Company’s involuntary termination of Executive’s employment due to the Executive’s Disability, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall also be entitled to the following: (i) any unpaid annual target bonus under Section 3B for the year immediately prior to the year of such termination (in an amount of equal to the bonus and long-term incentive compensation which percentage accrued by the Executive has earned Company, pursuant to GAAP, through the Employment Termination Date as determined last closed accounting month prior to the 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 good faith an amount equal to the bonus percentage accrued by the Committee. In additionCompany, in pursuant to GAAP, through the event last closed accounting month prior to the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months time of such coveragetermination), except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder bonus amounts shall be paid in equal monthly installments on at the first day of each calendar month; provided, that the first installment shall be paid on the later earlier of (iA) such time as the first day of Company regularly pays bonuses, or (B) no later than 2 1⁄2 months following the calendar month immediately following year in which the Employment Termination Date or termination occurs; and (ii) the date continuation of his Annual Salary following such termination for a period of one year, which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid payable in accordance with the terms Company’s standard pay schedules; and (iii) in the case of such program. Further, any restricted stock grants which have been made termination due to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.Disability,

Termination Upon Death or Disability. If Executive’s employment and the Employment Period is are terminated in accordance with because of the death or disability of Executive, Company shall, subject to Section 4.01(a) or Section 4.01(b)(i)7.14, be obligated to pay Executive or, if applicable, Executive’s estate, the Employer will pay to Accrued Amounts in lump sum form immediately on the disabled Executive or to Termination Date; provided, however, that payments for any unreimbursed expenses may be paid within ten (10) days after the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable during the Employment Period following the date of the Executive's death or the date of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by if the Committeeadditional time is reasonably required to calculate those amounts. In addition, in subject to Section 4.7 below, Company shall, subject to Section 7.14, be obligated to pay Executive or Executive’s estate (or provide Executive or Executive’s estate with) the event following benefits as severance: (i) At all times throughout Executive’s employment with the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the EmployerCompany, the Employer will reimburse Company shall pay the premiums for coverage a term life insurance policy with a death benefit of no less than Five Hundred Thousand Dollars ($500,000). Executive shall be the named insured and shall be the sole owner of the policy. Executive shall have the sole right to name all beneficiaries to the policy in his sole discretion. In the event that Executive’s employment with the Company terminates for any reason other than his death, Executive shall have the right to maintain the term life insurance policy at his sole expense. ; and (ii) if the Executive and/or his dependents timely and his properly elects continuation coverage under COBRA, Company shall reimburse Executive and/or Executive’s dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and monthly COBRA premium paid by Executive and/or his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder , and such reimbursement shall be paid in equal monthly installments to Executive and/or Executive’s dependents on the first 1st day of each calendar monththe month immediately following the month in which Executive and/or Executive’s dependents timely remits the premium payment; provided, provided that the first installment Executive and/or Executive’s dependents shall be paid eligible to receive such reimbursement until the earliest of (A) nine (9) month anniversary of the Termination Date; and (B) the date on which Executive becomes eligible to enroll in comparable coverage with another employer; and (iii) fifty percent (50%) of all options granted under the later Initial Equity Award or any Subsequent Equity Award and all other equity awards that otherwise were unvested at the time of the Termination Date shall immediately and fully accelerate and shall be deemed to be fully vested. In addition, Executive or Executive’s estate shall have the right to exercise any such option up until the earlier of (i) the first day of date that the calendar month immediately following the Employment Termination Date option otherwise would have expired had Executive remained employed with Company; or (ii) seven (7) years from the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence termination of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeemployment .

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i)Executive dies during the ------------------------------------ Term, the Employer will pay 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. If the Executive becomes disabled for purposes of the long-term disability plan of the Company for which the Executive or is 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. Upon termination of employment due to death or disability, the Executive (or the Executive's Designated Beneficiary, as estate or beneficiaries in the case may be, one year of the death of the Executive) shall be entitled to receive (i) any Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's Salary that would have been payable during employment, (ii) a pro-rata payment of the Employment Period following Executive's target annual bonus through the date of the Executive's death or the date termination of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled employment due to receive death or disability, (iii) payment in respect of accrued but unused vacation time prior to the amount termination of bonus the Executive's employment and long-term incentive compensation which (iv) reimbursement for expenses properly incurred prior to the Executive has earned through termination of the Employment Termination Date as determined in good faith by the CommitteeExecutive's employment. In addition, in the event upon a termination due to death or disability, the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to shall receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) payment, at the first day time awards under the MRP are otherwise paid, of 100% of the calendar month immediately following MRP award to the Employment Termination Date or extent not previously paid, and (ii) payment, at the date time the next installment award would otherwise have been paid under the DRP, of the next installment award under the DRP, which is fifteen (15) days following the Employment Termination Date; except will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that benefits which the award. The Executive is entitled shall also continue to receive under payments in respect of those options that were not vested immediately prior to the disability income insurance maintained by Effective Time but which have an exercise price that is less than the EmployerPer Share Amount (as defined in the Merger Agreement), if any, shall be paid at the time such payments would otherwise have been made in accordance with the terms vesting schedule set forth in such option agreement. The Executive (or, in the case of such program. Furtherhis death, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, his estate and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer beneficiaries) shall have no further obligation rights to pay to any other compensation or benefits hereunder on or after the Executive, further monthly installments termination of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacityemployment, or to locate or attempt to locate any beneficiary, personal representative, or trusteeother rights hereunder except as required by law.

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i)Executive dies during the ------------------------------------ Term, the Employer will pay 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. If the Executive becomes disabled for purposes of the long-term disability plan of the Company for which the Executive or is 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. Upon termination of employment due to death or disability, the Executive (or the Executive's Designated Beneficiary, as estate or beneficiaries in the case may be, one year of the death of the Executive) shall be entitled to receive (i) any Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's Salary that would have been payable during employment, (ii) a pro-rata payment of the Employment Period following Executive's target annual bonus through the date of the Executive's death or the date termination of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled employment due to receive death or disability, (iii) payment in respect of accrued but unused vacation time prior to the amount termination of bonus the Executive's employment and long-term incentive compensation which (iv) reimbursement for expenses properly incurred prior to the Executive has earned through termination of the Employment Termination Date as determined in good faith by the CommitteeExecutive's employment. In addition, in the event upon a termination due to death or disability, the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to shall receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) payment, at the first day time awards under the MRP are otherwise paid, of 100% of the calendar month immediately following MRP award, to the Employment Termination Date or extent not previously paid, and (ii) payment, at the date time the next installment award would otherwise have been paid under the DRP, of the next installment award under the DRP, which is fifteen (15) days following the Employment Termination Date; except will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that benefits which the award. The Executive is entitled shall also continue to receive under payments in respect of those options that were not vested immediately prior to the disability income insurance maintained by Effective Time but which have an exercise price that is less than the EmployerPer Share Amount (as defined in the Merger Agreement), if any, shall be paid at the time such payments would otherwise have been made in accordance with the terms vesting schedule set forth in such option agreement. The Executive (or, in the case of such program. Furtherhis death, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, his estate and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer beneficiaries) shall have no further obligation rights to pay to any other compensation or benefits hereunder on or after the Executive, further monthly installments termination of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacityemployment, or to locate or attempt to locate any beneficiary, personal representative, or trusteeother rights hereunder except as required by law.

Termination Upon Death or Disability. (i) If Executive’s employment terminates in the Employment Period is terminated in accordance with event of her death, Executive’s estate shall be entitled to receive (a) payment of any earned and unpaid portion of her Base Salary through the date of her death, (b) payment of any fully vested and nonforfeitable but unpaid rights as required by the terms of any bonus or other incentive pay plan or any other employee benefit plan or program of Employer or the Playa Affiliates. Additionally, subject to Section 4.01(a) or Section 4.01(b)(i6(h), the Employer will pay Executive’s estate shall be entitled to the disabled Executive or receive: a pro-rata share of any Discretionary Annual Bonus to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that which she otherwise would have been payable during entitled under Section 4(b)(i) above for the Employment Period calendar year in which her death occurs at no less than the target bonus percentage, paid at the time discretionary annual bonuses are paid to still-employed executives of Employer. Further, Employer shall pay the Additional Amount for a period of twelve (12) months following her date of death. Executive’s estate shall not be entitled to receive any severance pay or benefits or other amounts for termination due to her death other than as provided in this Section 6(e)(i). (ii) In the event Executive’s employment terminates due to her Disability, she shall be entitled to receive her Base Salary through the date she is terminated due to her Disability, reduced by benefits payable, if any, under any disability insurance policy or plan. Subject to Section 6(h), Executive also shall be entitled to receive a pro-rata share of any Discretionary Annual Bonus to which she otherwise would have been entitled under Section 4(b)(i) above for the calendar year in which her employment terminates due to her Disability, paid at the time discretionary annual bonuses are paid to still-employed executives of Employer. Further, Employer shall pay the Additional Amount for a period of twelve (12) months following the date of the Executive's death or the date termination of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) the first day of the calendar month immediately following the Employment Termination Date or (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estateher employment; provided, however, thatthat if such insurance coverage becomes available under another group insurance plan during the twelve (12)-month period, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf payment of the Executive, Additional Amount shall cease. Executive shall receive no severance pay or benefits for termination due to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act her Disability other than as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act provided in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteethis Section 6(e)(ii).

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as employment is terminated by the case may be, one year Company upon the Executive's Disability or by reason of the Executive's Salary that would have been payable during death, the Employment Period following Executive (or his beneficiaries, as applicable) shall be entitled to the following: (i) any Accrued Compensation through the date of termination of the Executive's death or the date of the determination that the Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) the first day of the calendar month immediately following the Employment Termination Date or ’s employment; (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained all restrictions on any outstanding awards granted by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any Company (including restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options awards) granted to the Executive shall lapse and such awards shall become fully (100%) and immediately vested. Except , and all stock options and stock appreciation rights (including Initial Stock Option/Warrant and Future Stock Options/Warrants) granted to the extent otherwise provided Executive and vested through the date of termination of the Executive’s employment pursuant to the vesting schedule in this Section 4.05(c3(c)(i) shall become immediately exercisable for a remaining life of the Stock Option/Warrant, or a period which shall be no less than twenty-four (24) months following the date of termination of the Executive’s employment, whichever is greater; (iii) for a number of months equal to twenty-four (24), the Executive or the Executive's Designated Beneficiary Company shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate its expense continue on behalf of the Executive’s dependents and beneficiaries (the “Dependents”) the life insurance, disability, medical, dental and hospitalization benefits which were being provided to determine whether any beneficiary designated by the Executive Dependents at the time Notice of Termination is alive, to determine given. In the existence event that the provisions of any trustsuch employee benefit arrangements do not permit continuing coverage, then the Company shall provide the Dependents with substantially equivalent coverage through other sources. The benefits provided in this Section 7(b)(iii) shall be no less favorable to determine whether the Dependents, in terms of amounts and deductibles and costs to them, than the coverage provided the Dependents under the plans providing such benefits at the time Notice of Termination is given. This Subsection (iii) shall not be interpreted so as to limit any person benefits to which the Dependents may be entitled under any of the Company's employee benefit plans, programs or entity purporting to act as practices following the Executive's personal representative termination of employment, including without limitation, retiree medical and life insurance benefits; and (iv) The Executive's entitlement to any other compensation or benefits hereunder shall be determined in accordance with the trustee of a trust established by the Executive) is duly authorized to act Company's employee benefit plans and other applicable programs and practices then in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeeffect.

Termination Upon Death or Disability. (a) If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated Beneficiary, as the case may be, one year of the Executive's Salary that would have been payable dies during the Employment Period following Term, this Agreement shall automatically terminate as of the date of his death and the Executive's death or parties shall be relieved from their respective duties and obligations to one another as of the effective date of any such termination. Executive’s estate or designated beneficiaries shall receive any accrued but unpaid portion of Executive’s salary and the determination that the Executive has a Disability, whichever is applicablebonus, if any, he would have received in respect of the portion of the fiscal year prior to his employment hereunder had continuedtermination. The bonus shall be an amount equal to the average annual bonus (if any) paid to Executive or for the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith three years preceding his death multiplied by the Committeefraction that represents the portion of the year (rounded up to the next full month) he worked prior to his death. In addition, in the event the Executive is determined to have a Disability The accrued but unpaid salary and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder bonus shall be paid in a lump sum on a date determined by the Company within sixty days after Executive’s death. (b) If Executive is unable to fully and satisfactorily perform any of the essential functions of his position by reason of disability, with or without reasonable accommodation as may be required under law, for a period of at least sixty consecutive calendar days, this Agreement and Executive’s employment may be terminated at the election of the Company, effective upon sixty days’ written notice given at any time after such consecutive sixty day period of continuous disability elapses, provided Executive continues to be suffering from such disability at the time notice of such termination is given by the Company. In the event of termination under the previous sentence, the parties shall be relieved from their respective duties and obligations to one another from and after the date such termination takes effect. Executive shall receive any accrued but unpaid portion of Executive’s salary and the bonus, if any, he would have received in respect of the portion of the fiscal year prior to his termination. The bonus shall be an amount equal monthly installments on to the first day average annual bonus (if any) paid to Executive for the three years preceding the termination of each calendar his employment multiplied by the fraction that represents the portion of the year (rounded up to the next full month; provided, that ) he worked prior to the first installment termination of his employment. The accrued but unpaid salary and bonus shall be paid on the later of (i) the first day of the calendar month immediately following the Employment Termination Date or (ii) the a date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained determined by the EmployerCompany in a lump sum within sixty days after Executive’s termination, except as required by Section 5(a). Should Executive’s disability, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c)an intermittent nature, the Executive disability shall nonetheless be considered to be continuing during any period of time that the disability abates for seven or fewer consecutive calendar days, but any such intermittent periods during which the Executive's Designated Beneficiary disability has abated for seven or fewer consecutive calendar days shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the not be counted for purposes of this Agreement, determining the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as consecutive sixty day period of “continuous” disability following which the Executive Company may designate by written notice to the Employer from time to time or, if the Executive fails elect to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteetermination.

Termination Upon Death or Disability. If Executive dies during the Employment Period 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 7.B. If Executive becomes Disabled (as 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. Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall be entitled to receive (i) the Required Payments within 10 days after the date of Executive’s termination of employment with the Company and (ii) the following: (A) any unpaid annual target bonus described under Section 3.B. hereof for the year immediately prior to the year of such termination (in an amount equal to the bonus percentage accrued by the Company, pursuant to GAAP, for such prior year) and a pro-rated share of Executive’s annual target bonus described under Section 3.B. hereof 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 but with such bonus percentage being deemed to be fully accrued if the Company is terminated at least on target to attain the appropriate financial targets for such year), which bonus amounts shall be paid on the earlier of (1) such date as the Company regularly pays bonuses or (2) March 15th of the calendar year immediately following the calendar year in which the termination occurs; (B) continuation of Executive’s Annual Salary following such termination for a period of one year, which shall be payable beginning on the payroll date immediately following the date of Executive’s termination of employment in accordance with Section 4.01(athe Company’s standard pay schedules; and (C) or Section 4.01(b)(i)in the case of termination due to Disability, the Employer will pay to the disabled Executive or to Company shall reimburse either the Executive's Designated Beneficiary, ’s COBRA payments for Executive’s (and/or his spouse’s and dependents’) health insurance benefits or the amount that Executive was paying and getting reimbursed for health care coverage as outlined in Section 6.A. hereof at the case may be, Executive’s discretion for a period of one year of the Executive's Salary that would have been payable during the Employment Period following the date of the termination of Executive's death or the date of the determination that the ’s employment with such reimbursements being paid to Executive has a Disability, whichever is applicable, if his employment hereunder had continued. The Executive or the within 10 days after such payments are made by Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined in good faith by the Committee. In addition, in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable coverage under another employer's health benefits plan or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day of each calendar month; provided, that the first installment shall be paid on the later of (i) the first day of the calendar month immediately following the Employment Termination Date or (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, “Disability” shall mean a physical or mental impairment which, the Executive's "Designated Beneficiary" means such individual beneficiary or trustBoard of Directors reasonably determines, located at such address as after consideration and implementation of reasonable accommodations, precludes the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer performing his essential job functions for a period longer than three consecutive months or a total of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under one hundred twenty (120) days in any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteetwelve-month period.

Termination Upon Death or Disability. If The Employment Period and the Employee's employment hereunder shall be terminated by the death of the Employee. The Employment Period and the Employee's employment hereunder may be terminated by the Company or the Employee if the Employee shall be rendered incapable of performing the Employee's duties to the Company by reason of any medically determined physical or mental impairment that can reasonably be expected to result in death or has lasted for a period of six (6) or more consecutive months from the first date of the Employee's absence due to the disability (a "Disability"). In the event the Employee's employment with the Company is terminated on account of death or Disability during the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i)Period, the Employer will pay to Company shall provide the disabled Executive Employee (or to the Executive's Designated Beneficiaryhis estate or legal representative, as the case may be, one year ) with such death or disability benefits as are provided under the death and disability plans that are available to employees of the Executive's Company generally on the date of termination. In addition, the Employee (or his estate or legal representative, as the case may be) shall be entitled to: (i) payment of 60% of Base Salary that would have been payable during the Employment Period (with such payment obligation offset by amounts that the Employee is entitled to receive from any insurance plan or policy of the Company); (ii) for a period of 24 months following the date of termination (or until the Executive's death or expiration of the term of the option, if earlier), exercise all outstanding Equity Awards that were vested on the date of the determination termination and such other Equity Awards that the Executive has a Disability, whichever is applicable, if his employment hereunder would have vested had continued. The Executive or the Executive's Designated Beneficiary also will be entitled to receive the amount of bonus and long-term incentive compensation which the Executive has earned through the Employment Termination Date as determined Period continued until June 30, 2005; (iii) continued coverage for the Employee (in good faith by the Committeecase of Disability) and the Employee's eligible dependents under all group medical and dental insurance policies that are provided to employees of the Company generally for a period of 12 months following such termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). In addition, Any such coverage shall be discontinued in the event the Executive is determined to have a Disability and the Executive elects under COBRA to continue his health insurance through a group health insurance plan sponsored or maintained by the Employer, the Employer will reimburse the premiums for coverage for the Executive and his dependents for the initial twelve months of such coverage, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' becoming eligible for comparable Employee obtains substitute coverage under another employer's health benefits plan from subsequent employment or policy. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid in equal monthly installments on the first day service during such 12-month period; and (iv) payment of each calendar month; provided, that the first installment shall be paid on the later of (i) the first day of the calendar month immediately Accrued Obligations as soon as practicable following the Employment Termination Date or (ii) the date which is fifteen (15) days following the Employment Termination Date; except that benefits which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid in accordance with the terms termination of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trusteeemployment.

Termination Upon Death or Disability. If the Employment Period is terminated in accordance with Section 4.01(a) or Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the Executive's Designated BeneficiaryBeneficiary (as defined in this Section 4.05(c)), as the case may be, one year of the Executive's Salary that would have been payable during the Employment Period until the earlier of (i) the end of the Term, or (ii) the 90th day following the date of the Executive's death or the date of the determination that the Executive has a Disability, whichever is applicable. In addition, the Executive, if his employment hereunder had continued. The Executive or the Executive's Designated Beneficiary also he is determined to have a Disability, will be entitled to receive coverage under the amount group health plan sponsored by the Employer, if any, to the same extent as provided on the date of bonus and long-term incentive compensation the determination that the Executive has a Disability until the earlier of (i) the end of the Term, or (ii) the 90th day following the date of the determination that the Executive has a Disability and, if the Employer has maintained the disability income insurance, the benefits to which the Executive has earned through the Employment Termination Date as determined in good faith by the Committeeis entitled thereunder, if any. In addition, in if the event the Executive is determined to have a Disability and the Executive elects under COBRA Executive's dependents elect to continue his health insurance coverage through a group health insurance plan sponsored or maintained by the EmployerEmployer under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Employer will reimburse the Executive's estate for the COBRA premiums for coverage for the Executive and his Executive's dependents for coverage during the initial twelve (12) months following the date of such coveragethe Executive's death, except that the Employer's obligations in this sentence will expire upon the Executive's and his dependents' dependents becoming eligible for comparable coverage under another employer's health benefits plan or policy. The cost of coverage under the Employer's group health plan will be payable solely by the Employer. Notwithstanding the preceding sentences of this Section 4.05(c), in the event the Employer has not maintained such disability income insurance, then the Employer shall continue to pay Salary and the cost of group health plan coverage for the remainder of the Term. Amounts to which the Executive or the Executive's Designated Beneficiary are entitled to receive hereunder shall be paid payable in equal monthly installments on the first day of each calendar month; provided, that the first installment shall not be paid on made earlier than the later of (i) the first day of the calendar month immediately following the date on which the Employment Termination Date Period is terminated or (ii) the date which is fifteen (15) days following the date on which the Employment Termination Date; except that Period is terminated and, provided further, that, notwithstanding any provision herein to the contrary, benefits to which the Executive is entitled to receive under the disability income insurance maintained by the Employer, if any, shall be paid payable in accordance with the terms of such program. Further, any restricted stock grants which have been made to the Executive upon the achievement of LTI Performance Criteria, any other restricted stock grants to the Executive, and any outstanding stock options granted to the Executive shall become fully vested. Except to the extent otherwise provided in this Section 4.05(c), the Executive or the Executive's Designated Beneficiary shall have no right to receive, and the Employer shall have no further obligation to pay to the Executive, further monthly installments of Salary or Benefits. For the purposes of this Agreement, the Executive's "Designated Beneficiary" means such individual beneficiary or trust, located at such address as the Executive may designate by written notice to the Employer from time to time or, if the Executive fails to give written notice to the Employer of such a beneficiary, the Executive's estate; provided, however, that, notwithstanding the preceding clause of this sentence, the Employer shall have no duty under any circumstances to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.