Common use of Upon Death or Disability Clause in Contracts

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any 12 twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (Payments, payable as set forth described above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above)estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)) and the Standard Termination Payments (as set forth above)Payments. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. (i) If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Board, is unable as a result of such disability to substantially and competently to perform his duties hereunder for a period of 90 consecutive days or for 90 days during any six month period (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make himself available for medical examinations by one or more physicians chosen by the Board and (b) use his best efforts to cause his own physicians to be available to discuss with the Board such disability. If the Executive diesdies during the Term, all provisions the Executive’s employment hereunder shall automatically terminate as of Section 3 the close of business on the date of his death. (ii) Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than rights payments for services rendered or benefits arising as a result expenses incurred through the date of such death) and the Employment Term shall be automatically terminated; termination), provided, however, that an amount equal the Company shall (A) pay to the earned Executive, or the Executive’s legal representative, the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and unpaid Incentive Payments to if in effect at the date of death and termination) in equal installments in accordance with the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate Payroll Policies for a period of twelve (as set forth above)12) months following such termination, and (B) in the death benefits case of termination for Disability, (I) provide continued medical and dental coverage under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by maximum extent permissible thereunder for twelve (12) months following the Executive. If date of such termination and (II) if applicable, continue to provide disability insurance coverage for the Executive is unable to perform the essential functions extent necessary to continue benefits which the Executive became entitled to receive prior to the termination of his employment with the Executive’s job under this AgreementCompany, with or without reasonable accommodationprovided further, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive monthshowever, that the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability amend or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal terminate any plans which are applicable generally to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fractionCompany’s senior executives, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employmentofficers or other employees.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any 12 twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 ½) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (Payments, payable as set forth described above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments Payrnents to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above)estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)) and the Standard Termination Payments (as set forth above)Payments. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and earned and unpaid Base Salary to the Standard Termination Payments date of death shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above)estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive monthsof one hundred eighty (180) days, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)) and accrued and unpaid Base Salary to the Standard Termination Payments (as set forth above)date of termination. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any 12 twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 ½) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (Payments, payable as set forth described above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any 12 twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 1⁄2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (Payments, payable as set forth described above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th 60 th day after termination of the Executive’s employment.

Upon Death or Disability. (a) If during the Term, the Executive diesshall become physically or mentally disabled, all provisions of Section 3 of this Agreement (other than rights whether totally or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; providedpartially, however, either permanently or so that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, in the Executive’s estate (as set forth above), and the death benefits under good faith judgment of the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive , is unable to perform the essential functions of the Executive’s job under this Agreement, duties hereunder (with or without reasonable accommodation, by reason ) for a period of physical or mental disability or incapacity 26 weeks during any twelve (12) month period during the Term (a “Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months), the Company may terminate this Agreement and the Employment Term at any time thereafterExecutive’s employment hereunder. In such eventorder to assist the Company in making a Disability determination, the Executive shall, as reasonably requested by the Company, (a) make the Executive available for medical examinations by one or more physicians chosen by the Company and reasonably acceptable to the Executive and (b) to the extent reasonably necessary to make such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive, arrange to furnish copies of the Executive’s medical records to the Company and use the Executive’s best efforts to cause the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of Executive’s death. (b) If the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Executive (or Executive’s legal representative, as applicable) shall be entitled to receive receive: (A) the Executive’s normal compensation hereunder during said Base Salary then in effect at such the time of termination, through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.4; (C) employee benefits that Executive was receiving at such time through the date of termination; (D) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”); and (E) any bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year (“Accrued Bonus”). (c) In addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Company will, subject to Section 6.6, pay to the Executive or the Executive’s legal representative the Executive’s Base Salary then in effect at the time of such termination for twelve (12) months following such termination, less any amounts received by the Executive under the Company’s disability or incapacitypolicies, and shall thereafter if applicable. Such payments will be made in equal installments over such twelve (12) month period in accordance with the Payroll Policies. The Executive will also, in the case of a termination for Disability, be entitled to receive payment of the Company’s portion of post-employment Company-sponsored health insurance premiums under the Consolidated Omnibus Budget Reconciliation Act (“Disability Incentive Payment” COBRA”) (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company, Benicomp, (as described in may be amended, modified or terminated by the penultimate sentence of this subsection (b)Company from time to time) and subject to Executive’s valid election to continue healthcare coverage under COBRA, during such twelve (12) month period, subject to applicable taxes and withholdings; provided, that if the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined Executive becomes covered by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fractionhealth insurance policy of any subsequent employer during such twelve (12) month period, the numerator continuation of which is such health insurance coverage and premium payment by the number of days in such year before and including Company shall cease. (d) Following the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employmentemployment on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive’s employment with the Company except as set forth in this Section 6.1.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments Base Salary to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above)estate, and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 of ninety (90) consecutive monthsdays, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, to the extent not paid under the Company’s disability policies and plan, or if the Executive dies during the term of this Agreement, the Executive shall be entitled to receive from the Company the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter after such death or Disability be entitled to receive the “Death or Disability Incentive Payment” in lieu of any Incentive Payment due (as described in the penultimate last sentence of this subsection (b)) and accrued and unpaid Base Salary and accrued and used vacation days to the Standard Termination Payments (as set forth above)date of termination. The portion of the payment representing the Death or Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Death or Disability Incentive Payment shall be paid in lieu of any Incentive Payment otherwise due and shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, ; provided that for fiscal year 2007 the Death or Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employmentequal to $350,000.

Upon Death or Disability. If the Executive dies, all provisions ------------------------ of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Base Salary and Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)'s estate, and the death benefits under the Company’s 's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job 's responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“"Disability”") and such disability or incapacity ---------- shall have continued for six consecutive months or any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s 's normal compensation hereunder during said time of disability or incapacitysix month period, and shall thereafter be entitled to receive an amount equal to the “Disability Base Salary that the Executive would have been entitled to receive for a period of 24 [30 months with respect to the Chief Operating Officer][36 months with respect to the Chief Executive Officer]. months, Incentive Payment” (as described in the penultimate sentence of this subsection (b)) Payments and the Standard Termination Payments (as set forth above)Payments. The portion of the payment representing Base Salary and the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment Payments, in the event of the Executive's disability, shall be equal to the target Incentive Payment Payments that the Executive would have been eligible entitled to receive for the one (1) year in which the Employment Term is terminated multiplied by a fraction, two (2) [two and one-half (2.5) with respect to the numerator of which is Chief Operating Officer][three (3) with respect to the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.Chief Executive Officer]..

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, payable as described above, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (Payments, payable as set forth described above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments and pro rata Bonus for the fiscal year during which such death occurs shall be paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)her estate, and the death benefits under the Company’s 's and Donnkenny's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job her responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for six consecutive months or any period aggregating six months within any 12 consecutive monthsmonths (a "Disability'), the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s her normal compensation hereunder during said time of disability or incapacitysix (6) month period, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above)and the pro rata Bonus for the fiscal year during which such disability occurs. The portion Pro rata Bonus, in the event of the payment representing the Disability Incentive Payment Executive's death or disability, shall be paid an amount equal to the Bonus at the amount payable upon fully achieving the figure targeted in a lump sum determined on a net present value basis, using a reasonable discount rate determined the annual business plan or other documents relating to the Bonus approved by the Board. The Disability Incentive Payment shall be equal to , the target Incentive Payment that Compensation Committee or any other duly authorized designee of the Executive would have been eligible to receive Board for such year (the "Target Amount") (regardless of the Company's actual performance) for the fiscal year in during which the Employment Term is terminated multiplied such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is the total number of days in such year365. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after A termination of the Executive’s 's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date. The Company shall continue to provide the Executive and the spouse and dependents of the Executive, at the expense of the Company, with the medical insurance then provided to Executive and to such spouse and dependents including, without limitation, the Company's Execucare Program or any addition thereto or substitution therefor, for a period of five (5) years following the termination of the employment of the Executive, which medical insurance coverage shall be included as part of any required COBRA Coverage; provided, however, that the Company provided medical coverage and the COBRA Coverage shall terminate with respect to the Executive, the spouse and/or dependents of the Executive as of the date that any such individual becomes eligible to receive coverage and benefits as a full time employee under any plans, programs and/or arrangements of a subsequent employer. Availability for coverage as a spouse, principal or director of a company shall not be treated as eligibility for coverage absent full time employment. Subject to the provisions of this Agreement, which shall control in the event of any conflicting provisions, the rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. The rights and benefits of the Executive with respect to the shares of restricted stock and options referred to in Section 3.c. above shall be determined in accordance with the provisions of this Agreement and the plans and grant agreements governing such shares and options. Except as otherwise specified in this Agreement, neither the Executive nor the Company shall have any further rights or obligations under this Agreement.

Upon Death or Disability. (a) If during the Term, the Executive experiences a Disability (as defined below), the Company may terminate the Executive’s employment hereunder. In order to assist the Company in making a Disability determination, the Executive shall, as reasonably requested by the Company, (a) make the Executive available for medical examinations by one or more physicians chosen by the Company and reasonably acceptable to the Executive and (b) to the extent reasonably necessary to make such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive, arrange to furnish copies of the Executive’s medical records to the Company and use the Executive’s best efforts to cause the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive diesdies during the Term, all provisions the Executive’s employment hereunder shall automatically terminate as of Section 3 the close of this Agreement business on the date of Executive’s death. (other than rights or benefits arising b) If the Transition Date occurs as a result of a termination of Executive’s employment as a result of the Executive’s Disability or death, the Executive (or Executive’s legal representative, as applicable) shall be entitled to receive: (A) the Executive’s Base Salary then in effect at the time of such termination, through the later of August 1, 2023 or the Transition Date; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.4; (C) employee benefits that Executive was receiving at such time through the Transition Date; (D) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the Transition Date pursuant to the terms thereof (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”); and (E) any pro-rated Retention Payment payable pursuant to the terms of Section 5.7 hereto (the “Accrued Retention Bonus”). (c) In addition to the Accrued Rights and Accrued Retention Bonus, if the Transition Date occurs as a result of a termination of the Executive’s employment as a result of the Executive’s Disability or death, the Company will, subject to Section 6.5, pay to the Executive or the Executive’s legal representative the Executive’s Base Salary then in effect at the time of such termination for twelve (12) months following the later of August 1, 2023 or the Transition Date, less any amounts received by the Executive under the Company’s disability policies, if applicable. Such payments will be made in equal installments over such twelve (12) month period in accordance with the Payroll Policies, Section 9 and the Employment Term terms of the Release (as defined below). The Executive will also, in the case of a termination for Disability, be entitled to payment to the Executive of the Company’s portion of post-employment Company-sponsored health insurance premiums under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) (at the same levels and costs in effect on the Transition Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company and/or Benicomp (as may be amended, modified or terminated by the Company from time to time), and subject to Executive’s valid election to continue healthcare coverage under COBRA, during such twelve (12) month period, subject to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any subsequent employer during such twelve (12) month period, the continuation of such health insurance coverage and premium payment by the Company shall be automatically terminatedcease. (d) Following the occurrence of the Transition Date on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive’s employment with the Company except as set forth in this Section 6.1. (e) For purposes of this Agreement, “Disability” shall mean the Executive becoming physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Company, is unable to perform Executive’s duties hereunder (with or without reasonable accommodation) for a period of twenty-six (26) weeks during any twelve (12) month period during the Term; provided, however, that an amount equal to the earned and unpaid Incentive Payments extent that any payments or benefits payable upon a termination hereunder constitute deferred compensation subject to Section 409A of the date Internal Revenue Code of death and 1986, as amended (the Standard Termination Payments “Code”), then the definition of “Disability” shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth abovein Treas. Reg. Section 1.409A-3(i)(4), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. (a) If during the Term, the Executive diesshall become physically or mentally disabled, all provisions of Section 3 of this Agreement (other than rights whether totally or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; providedpartially, however, either permanently or so that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, in the Executive’s estate (as set forth above), and the death benefits under good faith judgment of the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive , is unable to perform the essential functions of the Executive’s job under this Agreement, duties hereunder (with or without reasonable accommodation, by reason ) for a period of physical or mental disability or incapacity twenty-six (26) weeks during any twelve (12) month period during the Term (a “Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months), the Company may terminate this Agreement and the Employment Term at any time thereafterExecutive’s employment hereunder. In such eventorder to assist the Company in making a Disability determination, the Executive shall, as reasonably requested by the Company, (a) make the Executive available for medical examinations by one or more physicians chosen by the Company and reasonably acceptable to the Executive; and (b) to the extent reasonably necessary to make such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive, arrange to furnish copies of the Executive’s medical records to the Company, and use the Executive’s best efforts to cause the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of Executive’s death. (b) If the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Executive (or Executive’s legal representative, as applicable) shall be entitled to receive receive: (A) the Executive’s normal compensation hereunder during said Base Salary then in effect at such the time of termination, through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.4; (C) employee benefits that Executive was receiving at such time through the date of termination; (D) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”); and (E) any bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year (“Accrued Bonus”). (c) In addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Company will, subject to Section 6.6, pay to the Executive or the Executive’s legal representative the Executive’s Base Salary then in effect at the time of such termination for twelve (12) months following such termination, less any amounts received by the Executive under the Company’s disability or incapacitypolicies, and shall thereafter if applicable. Such payments will be made in equal installments over such twelve (12)-month period in accordance with the Payroll Policies. The Executive will also, in the case of a termination for Disability, be entitled to receive payment of the Company’s portion of post-employment Company-sponsored health insurance premiums under the Consolidated Omnibus Budget Reconciliation Act (“Disability Incentive Payment” COBRA”) (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company, Benicomp, (as described in may be amended, modified, or terminated by the penultimate sentence of this subsection (b)Company from time to time) and subject to Executive’s valid election to continue healthcare coverage under COBRA, during such twelve (12)-month period, subject to applicable taxes and withholdings; provided, that if the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined Executive becomes covered by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fractionhealth insurance policy of any subsequent employer during such twelve (12)-month period, the numerator continuation of which is such health insurance coverage and premium payment by the number of days in such year before and including Company shall cease. (d) Following the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employmentemployment on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive’s employment with the Company except as set forth in this Section 6.1.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any 12 twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (Payments, payable as set forth described above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section ------------------------ 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments Base Salary that the Executive would have been entitled to receive for the period commencing as of the date of his death and through the Employment Term, the Standard Termination Payments and pro rata Incentive Payments, if any, for the fiscal year during which such death occurs shall be paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)his estate, and the death benefits under the Company’s 's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive. The portion of the payment representing Base Salary through the Employment Term shall be paid in a lump sum on a net present value basis, using a reasonable discount rate determined by the Board. If the Executive is unable to perform the essential functions of the Executive’s job his responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“"Disability”") and such disability or incapacity shall have continued for six consecutive months or any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s his normal compensation hereunder during said time of disability or incapacitysix month period, and shall thereafter be entitled to receive an amount equal to the “Disability Incentive Payment” (Base Salary that he would have been entitled to receive for the period commencing as described in of the penultimate sentence date of this subsection (b)) and his termination of employment through the Employment Term, the Standard Termination Payments (as set forth above)and pro rata Incentive Payments for the fiscal year during which such disability occurs. The portion Pro rata Incentive Payments, in the event of the payment representing the Disability Incentive Payment Executive's death or disability, shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be an amount equal to the target Incentive Payment that the Executive would have been eligible to receive Payments for the fiscal year in during which the Employment Term is terminated multiplied such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment365.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of ------------------------ this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments and pro rata Bonus for the fiscal year during which such death occurs shall be paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)his estate, and the death benefits under the Company’s 's and Donnkenny's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job his responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for six consecutive months or any period aggregating six months within any 12 consecutive monthsmonths (a "Disability'), the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s his normal compensation hereunder during said time of disability or incapacitysix (6) month period, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above)and the pro rata Bonus for the fiscal year during which such disability occurs. The portion Pro rata Bonus, in the event of the payment representing the Disability Incentive Payment Executive's death or disability, shall be paid an amount equal to the Bonus at the amount payable upon fully achieving the figure targeted in a lump sum determined on a net present value basis, using a reasonable discount rate determined the annual business plan or other documents relating to the Bonus approved by the Board. The Disability Incentive Payment shall be equal to , the target Incentive Payment that Compensation Committee or any other duly authorized designee of the Executive would have been eligible to receive Board for such year (the "Target Amount") (regardless of the Company's actual performance) for the fiscal year in during which the Employment Term is terminated multiplied such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is the total number of days in such year365. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after A termination of the Executive’s employment's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date. The Company shall continue to provide the Executive and the spouse and dependents of the Executive, at the expense of the Company, with the medical insurance then provided to Executive and to such spouse and dependents including, without limitation, the Company's Execucare Program or any addition thereto or substitution therefor, for a period of three (3) years following the termination of the employment of the Executive, which medical insurance coverage shall be included as part of any required COBRA Coverage; provided, however, that the Company provided medical coverage and the COBRA Coverage shall terminate with respect to the Executive, the spouse and/or dependents of the Executive as of the date that any such individual becomes eligible to receive coverage and benefits as a full time employee under any plans, programs and/or arrangements of a subsequent employer of Executive. Availability for coverage as a spouse, principal or director of a company shall not be treated as eligibility for coverage within the meaning of this paragraph. Subject to the provisions of this Agreement, which shall control in the event of any conflicting provisions, the rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. The rights and benefits of the Executive with respect to the shares of restricted stock and options referred to in Section 3.c. above shall be determined in accordance with the provisions of this Agreement and the plans and grant agreements governing such shares and options. Except as otherwise specified in this Agreement, neither the Executive nor the Company shall have any further rights or obligations under this Agreement.

Upon Death or Disability. If during the Term, the Executive diesshall become physically or mentally disabled, all provisions of Section 3 of this Agreement (other than rights whether totally or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; providedpartially, however, either permanently or so that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if nonein the good faith judgment of the Board, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, her duties hereunder (with or without reasonable accommodation, by reason ) for a period of physical or mental disability or incapacity twenty-six (26) weeks during any twelve (12) month period during the Term (a “Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months), the Company may terminate this Agreement the Executive’s employment hereunder. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make herself available for medical examinations by one or more physicians chosen by the Board and reasonably acceptable to the Executive and (b) to the extent reasonably necessary to make such determination, grant to the Board and any such physicians access to all relevant medical information concerning her, arrange to furnish copies of her medical records to the Board and use her best efforts to cause her own physicians to be available to discuss her health with the Board and the Employment Term at any time thereafterBoard will keep such records and information confidential except as reasonably necessary to make such determination. In such eventIf the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of her death. If the Executive’s employment is terminated on account of the Executive’s Disability or death, the Executive shall be entitled to receive receive: (A) the Base Salary through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.4; (C) such employee benefits, if any, as to which the Executive may be entitled under the employee benefit plans of the Company as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”); and (D) any bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year (“Accrued Bonus”). In addition, if the Executive’s normal compensation hereunder during said time employment is terminated on account of the Executive’s Disability or death, the Company will pay to the Executive or the Executive’s legal representative the Base Salary for twelve (12) months, less any amounts received by the Executive under the Company’s disability or incapacitypolicies, and shall thereafter if applicable. Such payments will be made in equal installments in accordance with the Payroll Policies for twelve (12) months following such termination. The Executive will also, in the case of a termination for Disability, be entitled to receive health insurance coverage to the “Disability Incentive Payment” extent permissible under the Company’s health insurance plans (as described in the penultimate sentence of this subsection (b)) existence and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall may be paid in a lump sum determined on a net present value basisamended, using a reasonable discount rate determined modified or terminated by the BoardCompany from time to time), for twelve (12) months following the date of such termination. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in Following such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employmentemployment on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to her employment with the Company except as set forth in this Section 6.1.

Upon Death or Disability. In the event the Executive has been unable to perform his duties as a result of physical or mental illness or incapacity for one hundred eighty (180) days in any three hundred sixty-five (365)-day period (a “Disability”), the Company may terminate the Executive’s employment hereunder by written notice given while the Executive is so disabled. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make himself available for medical examinations by one or more physicians chosen by the Board and (b) grant to the Board and any such physicians access to all relevant medical information concerning his, arrange to furnish copies of his medical records to the Board and use his best efforts to cause his own physicians to be available to discuss his health with the Board. If the Executive diesdies during the Term, all provisions the Executive’s employment hereunder shall automatically terminate as of Section 3 the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than rights payments for services rendered or benefits arising as a result expenses incurred through the date of such death) and the Employment Term shall be automatically terminatedtermination); provided, however, that an amount equal the Company shall pay to the earned Executive, or the Executive’s legal representative: (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and unpaid Incentive Payments to if in effect at the date of death termination) in accordance with the Payroll Policies for a period of three (3) months following the date of such termination; (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 above and the Standard Termination Payments shall number of days the Executive was employed during the applicable year, and paid at the time specified in Section 5.3 above (the “Pro Rata Bonus”); (iii) any annual bonus due for any completed prior year when such bonuses would otherwise be paid (the “Past Year Bonus”); (iv) any Base Salary, vacation pay or expense reimbursement through the date of termination due to the Executive’s surviving spouse orExecutive in accordance with Company policy; (v) any other amount due to the Executive in accordance with Company benefit plans, equity plans and grants; and (vi) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination for a period of twelve (12) months after the date of such termination; provided, that if none, the Executive’s estate (Executive is not entitled to ongoing coverage as set forth above)an employee under any such Company benefit plans, and the death benefits under the Company’s employee benefit plans shall be paid Executive elects to continue coverage pursuant to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions Consolidated Omnibus Budget Reconciliation Act of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity 1985 (“DisabilityCOBRA”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months), the Company may terminate this Agreement and will reimburse the Employment Term at any time thereafterExecutive for the cost of coverage under COBRA for a period of twelve (12) months from the date of termination due to Disability. In such eventall cases, the Executive Company shall be entitled to receive amend or terminate any employee benefit plans which are applicable generally to the ExecutiveCompany’s normal compensation hereunder during said time of disability senior executives, officers or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” other employees. Items (as described in the penultimate sentence of this subsection (b)ii) and the Standard Termination Payments through (as set forth above). The portion of the payment representing the Disability Incentive Payment v) shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal referred to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employmentas “Accrued Amounts.”

Upon Death or Disability. (i) If during the Term, the Executive diesshall become physically or mentally disabled, all provisions of Section 3 of this Agreement (other than rights whether totally or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; providedpartially, however, either permanently or so that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, in the Executive’s estate (as set forth above), and the death benefits under good faith judgment of the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive , is unable to perform the essential functions of the Executive’s job under this Agreement, duties hereunder (with or without reasonable accommodation, by reason ) for a period of physical or mental disability or incapacity twenty-six (26) weeks during any twelve (12) month period during the Term (a “Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months), the Company may terminate this Agreement and the Employment Term at any time thereafterExecutive’s employment hereunder. In such eventorder to assist the Company in making a Disability determination, the Executive shall, as reasonably requested by the Company, (A) make the Executive available for medical examinations by one or more physicians chosen by the Company and reasonably acceptable to the Executive; and (B) to the extent reasonably necessary to make such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive, arrange to furnish copies of the Executive’s medical records to the Company, and use the Executive’s best efforts to cause the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of Executive’s death. (ii) If the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Executive (or Executive’s legal representative, as applicable) shall be entitled to receive receive: (A) the Executive’s normal compensation hereunder during said Base Salary then in effect at such the time of termination, through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5(e); (C) employee benefits that Executive was receiving at such time through the date of termination; (D) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”); and (E) any bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year (“Accrued Bonus”). (iii) In addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Company will, subject to Section 6(f), pay to the Executive or the Executive’s legal representative the Executive’s Base Salary then in effect at the time of such termination for twelve (12) months following such termination, less any amounts received by the Executive under the Company’s disability or incapacitypolicies, and shall thereafter if applicable. Such payments will be made in equal installments over such twelve (12)-month period in accordance with the Payroll Policies. The Executive will also, in the case of a termination for Disability, be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basiscash payment of $36,000, using a reasonable discount rate determined subject to applicable taxes and withholdings, which amount may be used by the Board. The Disability Incentive Payment shall be equal Executive to pay for health insurance premiums under the target Incentive Payment that Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or other continuation health care coverage, in the Executive would have been eligible to receive for Executive’s sole discretion. (iv) Following the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employmentemployment on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive’s employment with the Company except as set forth in this Section 6(a).

Upon Death or Disability. If during the Term, the Executive diesshall become physically or mentally disabled, all provisions of Section 3 of this Agreement (other than rights whether totally or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; providedpartially, however, either permanently or so that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if nonein the good faith judgment of the Board, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, her duties hereunder (with or without reasonable accommodation, by reason ) for a period of physical or mental disability or incapacity 26 weeks during any twelve (12) month period during the Term (a “Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months), the Company may terminate this Agreement the Executive’s employment hereunder. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make herself available for medical examinations by one or more physicians chosen by the Board and reasonably acceptable to the Executive and (b) to the extent reasonably necessary to make such determination, grant to the Board and any such physicians access to all relevant medical information concerning her, arrange to furnish copies of her medical records to the Board and use her best efforts to cause her own physicians to be available to discuss her health with the Board and the Employment Term at any time thereafterBoard will keep such records and information confidential except as reasonably necessary to make such determination. In such eventIf the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of her death. If the Executive’s employment is terminated on account of the Executive’s Disability or death, the Executive shall be entitled to receive receive: (A) the Base Salary through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.3; (C) such employee benefits, if any, as to which the Executive may be entitled under the employee benefit plans of the Company as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”); and (D) any bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year (“ Accrued Bonus”). In addition, if the Executive’s normal compensation hereunder during said time employment is terminated on account of the Executive’s Disability or death, the Company will pay to the Executive or the Executive’s legal representative the Base Salary for 12 months, less any amounts received by the Executive under the Company’s disability or incapacitypolicies, and shall thereafter if applicable. Such payments will be made in equal installments in accordance with the Payroll Policies for 12 months following such termination. The Executive will also, in the case of a termination for Disability, be entitled to receive health insurance coverage to the “Disability Incentive Payment” extent permissible under the Company’s health insurance plans (as described in the penultimate sentence of this subsection (b)) existence and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall may be paid in a lump sum determined on a net present value basisamended, using a reasonable discount rate determined modified or terminated by the BoardCompany from time to time), for 12 months following the date of such termination. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in Following such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employmentemployment on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to her employment with the Company except as set forth in this Section 6.1.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity Disability shall have continued for any period aggregating six (6) months within any 12 twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacityDisability, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate last sentence of this subsection (b)), payable no later than two and a half (2 1⁄2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (Payments, payable as set forth described above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any 12 twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (Payments, payable as set forth described above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. , The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

Upon Death or Disability. (i) If during the Term, the Executive diesshall become physically or mentally disabled, all provisions of Section 3 of this Agreement (other than rights whether totally or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; providedpartially, however, either permanently or so that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, in the Executive’s estate (as set forth above), and the death benefits under good faith judgment of the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive , is unable to perform the essential functions of the Executive’s job under this Agreement, duties hereunder (with or without reasonable accommodation, by reason ) for a period of physical or mental disability or incapacity twenty-six (26) weeks during any twelve (12) month period during the Term (a “Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months), the Company may terminate this Agreement and the Employment Term at any time thereafterExecutive’s employment hereunder. In such eventorder to assist the Company in making a Disability determination, the Executive shall, as reasonably requested by the Company, (A) make the Executive available for medical examinations by one or more physicians chosen by the Company and reasonably acceptable to the Executive; and (B) to the extent reasonably necessary to make such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive, arrange to furnish copies of the Executive’s medical records to the Company, and use the Executive’s best efforts to cause the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of Executive’s death. (ii) If the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Executive (or Executive’s legal representative, as applicable) shall be entitled to receive receive: (A) the Executive’s normal compensation hereunder during said Base Salary then in effect at such the time of termination, through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5(e); (C) employee benefits that Executive was receiving at such time through the date of termination; (D) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”); and (E) any bonus earned, but unpaid, as of the date of termination for the immediately preceding fiscal year (“Accrued Bonus”). (iii) In addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Company will, subject to Section 6(f), pay to the Executive or the Executive’s legal representative the Executive’s Base Salary then in effect at the time of such termination for twelve (12) months following such termination, less any amounts received by the Executive under the Company’s disability or incapacitypolicies, and shall thereafter if applicable. Such payments will be made in equal installments over such twelve (12)-month period in accordance with the Payroll Policies. The Executive will also, in the case of a termination for Disability, be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basiscash payment of $36,000, using a reasonable discount rate determined subject to applicable taxes and withholdings, which amount may be used by the Board. The Disability Incentive Payment shall be equal Executive to pay for health insurance premiums under the target Incentive Payment that Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or other continuation health care coverage, in the Executive would have been eligible to receive for Executive’s sole discretion. (iv) Following the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.employment on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive’s employment with the Company except as set forth in this Section 6(a). US-DOCS\138465731.17

Upon Death or Disability. (a) If during the Term, the Executive diesshall become physically or mentally disabled, all provisions of Section 3 of this Agreement (other than rights whether totally or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; providedpartially, however, either permanently or so that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, in the Executive’s estate (as set forth above), and the death benefits under good faith judgment of the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive , is unable to perform the essential functions of the Executive’s job under this Agreement, duties hereunder (with or without reasonable accommodation, by reason ) for a period of physical or mental disability or incapacity 26 weeks during any twelve (12) month period during the Term (a “Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months), the Company may terminate this Agreement and the Employment Term at any time thereafterExecutive’s employment hereunder. In such eventorder to assist the Company in making a Disability determination, the Executive shall, as reasonably requested by the Company, (a) make the Executive available for medical examinations by one or more physicians chosen by the Company and reasonably acceptable to the Executive and (b) to the extent reasonably necessary to make such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive, arrange to furnish copies of the Executive’s medical records to the Company and use the Executive’s best efforts to cause the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of Executive’s death. (b) If the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Executive (or Executive’s legal representative, as applicable) shall be entitled to receive receive: (A) the Executive’s normal compensation hereunder during said Base Salary then in effect at such the time of termination, through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.4; (C) employee benefits that Executive was receiving at such time through the date of termination; (D) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”); and (E) (i) any bonus earned but unpaid for the immediately preceding fiscal year and (ii) any Retention Payment earned pursuant to the terms of Section 5.8 hereto but unpaid, in each case as of the date of termination (together, the “Accrued Bonus”). (c) In addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Company will, subject to Section 6.6, pay to the Executive or the Executive’s legal representative the Executive’s Base Salary then in effect at the time of such termination for twelve (12) months following such termination, less any amounts received by the Executive under the Company’s disability or incapacitypolicies, and shall thereafter if applicable. Such payments will be made in equal installments over such twelve (12) month period in accordance with the Payroll Policies. The Executive will also, in the case of a termination for Disability, be entitled to receive payment of the Company’s portion of post-employment Company-sponsored health insurance premiums under the Consolidated Omnibus Budget Reconciliation Act (“Disability Incentive Payment” COBRA”) (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company, Benicomp, (as described in may be amended, modified or terminated by the penultimate sentence of this subsection (b)Company from time to time) and subject to Executive’s valid election to continue healthcare coverage under COBRA, during such twelve (12) month period, subject to applicable taxes and withholdings; provided, that if the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined Executive becomes covered by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fractionhealth insurance policy of any subsequent employer during such twelve (12) month period, the numerator continuation of which is such health insurance coverage and premium payment by the number of days in such year before and including Company shall cease. (d) Following the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employmentemployment on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive’s employment with the Company except as set forth in this Section 6.1.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments and pro rata Bonus for the fiscal year during which such death occurs shall be paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)his estate, and the death benefits under the Company’s 's and Donnkenny's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job his responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for six consecutive months or any period aggregating six months within any 12 consecutive monthsmonths (a "Disability'), the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s his normal compensation hereunder during said time of disability or incapacitysix (6) month period, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above)and the pro rata Bonus for the fiscal year during which such disability occurs. The portion Pro rata Bonus, in the event of the payment representing the Disability Incentive Payment Executive's death or disability, shall be paid an amount equal to the Bonus at the amount payable upon fully achieving the figure targeted in a lump sum determined on a net present value basis, using a reasonable discount rate determined the annual business plan or other documents relating to the Bonus approved by the Board. The Disability Incentive Payment shall be equal to , the target Incentive Payment that Compensation Committee or any other duly authorized designee of the Executive would have been eligible to receive Board for such year (the "Target Amount") (regardless of the Company's actual performance) for the fiscal year in during which the Employment Term is terminated multiplied such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is the total number of days in such year365. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after A termination of the Executive’s employment's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date. The Company shall continue to provide the Executive and the spouse and dependents of the Executive, at the expense of the Company, with the medical insurance then provided to Executive and to such spouse and dependents including, without limitation, the Company's Execucare Program or any addition thereto or substitution therefor, for a period of five (5) years following the termination of the employment of the Executive, which medical insurance coverage shall be included as part of any required COBRA Coverage; provided, however, that the Company provided medical coverage and the COBRA Coverage shall terminate with respect to the Executive, the spouse and/or dependents of the Executive as of the date that any such individual becomes eligible to receive coverage and benefits as a full time employee under any plans, programs and/or arrangements of a subsequent employer of Executive. Availability for coverage as a spouse, principal or director of a company shall not be treated as eligibility for coverage. Subject to the provisions of this Agreement, which shall control in the event of any conflicting provisions, the rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. The rights and benefits of the Executive with respect to the shares of restricted stock and options referred to in Section 3.c. above shall be determined in accordance with the provisions of this Agreement and the plans and grant agreements governing such shares and options. Except as otherwise specified in this Agreement, neither the Executive nor the Company shall have any further rights or obligations under this Agreement.

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments and pro rata Bonus for the fiscal year during which such death occurs shall be paid to the Executive’s 's surviving spouse or, if none, the Executive’s estate (as set forth above)his estate, and the death benefits under the Company’s 's and Donnkenny's employee benefit plans shall be paid to the Executive’s 's beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job his responsibilities under this Agreement, with or without reasonable accommodation, Agreement by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for six consecutive months or any period aggregating six months within any 12 consecutive monthsmonths (a "Disability'), the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s his normal compensation hereunder during said time of disability or incapacitysix (6) month period, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above)and the pro rata Bonus for the fiscal year during which such disability occurs. The portion Pro rata Bonus, in the event of the payment representing the Disability Incentive Payment Executive's death or disability, shall be paid an amount equal to the Bonus at the amount payable upon fully achieving the figure targeted in a lump sum determined on a net present value basis, using a reasonable discount rate determined the annual business plan or other documents relating to the Bonus approved by the Board. The Disability Incentive Payment shall be equal to , the target Incentive Payment that Compensation Committee or any other duly authorized designee of the Executive would have been eligible to receive Board for such year (the "Target Amount") (regardless of the company's actual performance) for the fiscal year in during which the Employment Term is terminated multiplied such death or disability occurs, prorated by a fraction, the numerator of which is the number of days in such of employment elapsed during the fiscal year before and including the day of prior to termination of the Employment Term employment and the denominator of which is the total number of days in such year365. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after A termination of the Executive’s employment's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date. In the event Executive shall become disabled or shall die on or after December 31, 2000, then the Company shall continue to provide the Executive and the spouse and dependents of the Executive, at the expense of the Company, with the medical insurance then provided generally to dependents of employees of the Company, for a period of five (5) years following the termination of the employment of the Executive, which medical insurance coverage shall be included as part of any required COBRA Coverage; provided, however, that the COBRA Coverage shall terminate with respect to the Executive, the spouse and/or dependents of the Executive as of the date that any such individual receives equivalent coverage and benefits under any plans, programs and/or arrangements of a subsequent employer. The rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. The rights and benefits of the Executive with respect to the shares of restricted stock and options referred to in Section 3.c. above shall be determined in accordance with the provisions of this Agreement and the plans and grant agreements governing such shares and options. Except as otherwise specified in this Agreement, neither the Executive nor the Company shall have any further rights or obligations under this Agreement.

Upon Death or Disability. (a) If during the Term, the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as experiences a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate Disability (as set forth abovedefined below), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafterExecutive’s employment hereunder. In such eventorder to assist the Company in making a Disability determination, the Executive shall, as reasonably requested by the Company, (1) make the Executive available for medical examinations by one or more physicians chosen by the Company and reasonably acceptable to the Executive and (2) to the extent reasonably necessary to make such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive, arrange to furnish copies of the Executive’s medical records to the Company and use the Executive’s best efforts to cause the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of Executive’s death. (b) If the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Executive (or Executive’s legal representative, as applicable) shall be entitled to receive receive: (1) the Executive’s normal compensation hereunder during said Base Salary then in effect at the time of disability or incapacitysuch termination, and shall thereafter through the date of termination; () 2reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.4; (3) employee benefits that Executive was receiving at such time through the date of termination; (4) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the date of such termination pursuant to receive the terms thereof (the amounts described in clauses (1) through (4) hereof being referred to as the “Disability Incentive Payment” Accrued Rights”); and (as described in 5) any bonus earned but unpaid for the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment immediately preceding fiscal year, which bonus shall be paid in accordance with Section 5.2 (the “Accrued Bonus”). (c) In addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated as a lump sum determined on a net present value basisresult of the Executive’s Disability or death, using a reasonable discount rate determined the Company will, subject to Sections 6.5, 6.9 and 9, pay to the Executive or the Executive’s legal representative the Executive’s Base Salary then in effect at the time of such termination for six (6) months following such termination, less any amounts received by the BoardExecutive under the Company’s disability policies, if applicable. The Disability Incentive Such payments will be made in equal installments over such six (6) month period in accordance with the Payroll Policies, Section 9 and the terms of the Release (as defined below), with the first such payment to occur on the First Payment shall be equal to the target Incentive Payment Date (as defined below) (which first payment will include any installments that the Executive would have been eligible paid pursuant to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in Payroll Policies prior to such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such yearFirst Payment Date). Subject to Section 19 below6.5, the Disability Incentive Payment shall Executive will also, in the case of a termination for Disability, be payable entitled to payment to the Executive of the Company’s portion of post-employment Company-sponsored health insurance premiums under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) (at the same levels and costs in a lump sum effect on the 60th day after date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company, Benicomp (as may be amended, modified or terminated by the Company from time to time), and subject to Executive’s valid election to continue healthcare coverage under COBRA, during such six (6) month period, subject to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any subsequent employer during such six (6) month period, the continuation of such health insurance coverage and premium payment by the Company shall cease. (d) Following the termination of the Executive’s employmentemployment on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive’s employment with the Company except as set forth in this Section 6.1. (e) For purposes of this Agreement, “

Upon Death or Disability. (a) If during the Term, the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as experiences a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate Disability (as set forth abovedefined below), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafterExecutive’s employment hereunder. In such eventorder to assist the Company in making a Disability determination, the Executive shall, as reasonably requested by the Company, (a) make the Executive available for medical examinations by one or more physicians chosen by the Company and reasonably acceptable to the Executive and (b) to the extent reasonably necessary to make such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive, arrange to furnish copies of the Executive’s medical records to the Company and use the Executive’s best efforts to cause the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of Executive’s death. (b) If the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Executive (or Executive’s legal representative, as applicable) shall be entitled to receive receive: (A) the Executive’s normal compensation hereunder during said Base Salary then in effect at the time of disability or incapacitysuch termination, and shall thereafter through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.5; (C) employee benefits that Executive was receiving at such time through the date of termination; (D) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the date of such termination pursuant to receive the terms thereof (the amounts described in clauses (A) through (D) hereof being referred to as the “Disability Incentive Payment” Accrued Rights”); and (as described in E) any bonus earned but unpaid for the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment immediately preceding fiscal year, which bonus shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by accordance with Section 5.2 (the Board. The Disability Incentive Payment shall be equal “Accrued Bonus”). (c) In addition to the target Incentive Payment that Accrued Rights and Accrued Bonus, if the Executive would have been eligible to receive for the year in which the Employment Term Executive’s employment is terminated multiplied by as a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination result of the Executive’s employment.Disability or death, the Company will, subject to Sections 6.5,

Upon Death or Disability. (a) If during the Term, the Executive experiences a Disability (as defined below), the Company may terminate the Executive’s employment hereunder. In order to assist the Company in making a Disability determination, the Executive shall, as reasonably requested by the Company, (a) make the Executive available for medical examinations by one or more physicians chosen by the Company and reasonably acceptable to the Executive and (b) to the extent reasonably necessary to make such determination, grant to the Company and any such physicians access to all relevant medical information concerning the Executive, arrange to furnish copies of the Executive’s medical records to the Company and use the Executive’s best efforts to cause the Executive’s own physicians to be available to discuss the Executive’s health with the Company and the Company will keep such records and information confidential except as reasonably necessary to make such determination. If the Executive diesdies during the Term, all provisions the Executive’s employment hereunder shall automatically terminate as of Section 3 the close of this Agreement business on the date of Executive’s death. (other than rights or benefits arising b) If the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Executive (or Executive’s legal representative, as applicable) shall be entitled to receive: (A) the Executive’s Base Salary then in effect at the time of such termination, through the date of termination; (B) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Section 5.5; (C) employee benefits that Executive was receiving at such time through the date of termination; (D) the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the date of such termination pursuant to the terms thereof (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”); and (E) any bonus earned but unpaid for the immediately preceding fiscal year, which bonus shall be paid in accordance with Section 5.2 (the “Accrued Bonus”). (c) In addition to the Accrued Rights and Accrued Bonus, if the Executive’s employment is terminated as a result of the Executive’s Disability or death, the Company will, subject to Sections 6.5, 6.9 and 9, pay to the Executive or the Executive’s legal representative the Executive’s Base Salary then in effect at the time of such termination for six (6) months following such termination, less any amounts received by the Executive under the Company’s disability policies, if applicable. Such payments will be made in equal installments over such six (6) month period in accordance with the Payroll Policies, Section 9 and the terms of the Release (as defined below), with the first such payment to occur on the First Payment Date (as defined below) (which first payment will include any installments that would have been paid pursuant to the Payroll Policies prior to such First Payment Date). Subject to Section 6.5, the Executive will also, in the case of a termination for Disability, be entitled to payment to the Executive of the Company’s portion of post-employment Company-sponsored health insurance premiums under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) (at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company, Benicomp, (as may be amended, modified or terminated by the Company from time to time) and subject to Executive’s valid election to continue healthcare coverage under COBRA, during such six (6) month period, subject to applicable taxes and withholdings; provided, that if the Employment Term Executive becomes covered by the health insurance policy of any subsequent employer during such six (6) month period, the continuation of such health insurance coverage and premium payment by the Company shall be automatically terminatedcease. (d) Following the termination of the Executive’s employment on account of the Executive’s Disability or upon the Executive’s death, the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive’s employment with the Company except as set forth in this Section 6.1. (e) For purposes of this Agreement, “Disability” shall mean the Executive becoming physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Company, is unable to perform Executive’s duties hereunder (with or without reasonable accommodation) for a period of twenty six (26) weeks during any twelve (12) month period during the Term; provided, however, that an amount equal to the earned and unpaid Incentive Payments extent that any payments or benefits payable upon a termination hereunder constitute deferred compensation subject to Section 409A of the date Internal Revenue Code of death and 1986, as amended (the Standard Termination Payments “Code”), then the definition of “Disability” shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth abovein Treas. Reg. Section 1.409A 3(i)(4), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.