Termination upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 7.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company shall have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive shall be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than # the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.

Termination uponDue to Death or Disability. If Executive dies duringExecutive’s employment by the Term, the obligationsCompany is terminated by reason of the Companydeath or long-term disability of Executive, then # the Employment Period shall be deemed to or with respecthave ended as of the date Executive ceases to be employed by the Company, and # Executive shall terminatebe entitled to receive # the Accrued Obligations, and # an amount (the “Pro-Rata Amount”) equal to the product of # the percentage of the days in their entirety except as otherwise provided underthe applicable calendar year that Executive is employed by the Company and # the annual Bonus Executive would have received, based on performance goals, if Executive’s employment had not terminated, payable in accordance with paragraph 3(c) hereof. For purposes of this Section 7.1. Ifparagraph 4(c), Executive becomes eligiblewill be deemed to have a “long-term disability” if, for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, ifphysical or mental reasons, Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days outessential functions of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company shall have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive shall be able to resume Executive’s duties on a regular full-time basis within 30under this Agreement for ninety (90) consecutive days, or one hundred twenty (120) days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disabilityduring any twelve (12) month period, as determined in accordance with this Section 7.1,paragraph 4(c). The disability of Executive (or Executive’s estate or beneficiaries in the casewill be determined by a medical doctor selected by written agreement of the deathCompany and Executive upon the request of Executive) shall have no righteither party by notice to receive any compensation or benefits hereunderthe other. If the Company and Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and after the effective datetwo medical doctors will select a third medical doctor who will determine whether Executive has a disability. The determination of the termination of employment other than # the Executive’s Annual Salary and other benefits earned and accruedmedical doctor selected under this Agreement priorparagraph 4(c) will be binding on both parties. Executive must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this paragraph 4(c) and Executive hereby authorizes the disclosure and release to the dateCompany of termination (and reimbursementsuch determination and all supporting medical records. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, under this Agreementparagraph 4(c), for expenses incurred priorthe purposes of submitting Executive to the dateexaminations, and providing the authorization of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant todisclosure, required under this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.paragraph 4(c).

Termination upon Death or Disability. If Executive dies duringExecutive’s employment (and this Agreement) shall terminate automatically upon the Term, the obligationsdeath of Executive, and may be terminated by the Company to or with respectupon written notice to Executive of termination of his employment due to Disability (which shall terminate in their entirety except as otherwise provided underalso constitute a termination of this Section 7.1. IfAgreement). As used herein, “Disability” shall mean the inability of Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantiallyhis material duties hereunder due to a physical or mental incapacity for 180 days (including weekends and continuouslyholidays) in any 365-day period, with reasonable accommodations if required by applicable state and federal disability laws. To the duties assignedextent necessary, the existence of a Disability shall be determined by an independent physician selected by the Executive and reasonably acceptable to him for at least 120 consecutiveCompany. In the event of termination of Executive’s employment due to death or non-consecutive days out of any consecutive 12-month period),Disability, the Company shall have the right,pay to the extent permitted by law,Executive (or to terminate the employment of Executive upon notice in writing to Executive; provided that the Company shall have no right to terminate Executive’s employment if,his qualified personal representative in the reasonable opinionevent of a qualified physician acceptable tohis death during the Company, it is substantially certain that Executive shall be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation orTerm) all compensation, benefits hereunder on and afterreimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terminationterms of employment other than #any applicable benefits plans and agreements between the Executive’s Annual SalaryCompany and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.Executive.

Termination upon Death or Disability. If Executive diesThe Executive’s employment shall terminate automatically upon the Executive’s death during the Term,Employment Period. If the obligationsCompany determines in good faith that the Disability of the CompanyExecutive has occurred during the Employment Period (pursuant to orthe definition of Disability set forth below), it may give to the Executive written notice in accordance with respectSection 12(b) of this Agreement of its intention to Executive shall terminate in their entirety except as otherwise provided under this Section 7.1. If Executive becomes eligible for disability benefits under the Company’Executive’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuouslyemployment. In such event, the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period),Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the right, toExecutive’s duties. For purposes of this Agreement, “Disability” shall mean the extent permitted by law, to terminateabsence of the employment of Executive upon notice in writing to Executive; provided thatfrom the Executive’s duties with the Company shall have no righton a full-time basis for 180 consecutive business days as a result of incapacity due to terminate Executive’s employment if, inmental or physical illness which is determined to be total and permanent by a physician selected by the reasonable opinion of a qualified physicianCompany or its insurers and acceptable to the Company, it is substantially certain that Executive shall be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than # the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.legal representative.

Termination upon Death or Disability. If Executive diesThe Executive's employment shall terminate automatically upon the Executive's death during the Term,Employment Period. If the obligationsCompany determines in good faith that the Disability of the CompanyExecutive has occurred during the Employment Period (pursuant to orthe definition of Disability set forth below), it may give to the Executive written notice in accordance with respectSection 12(b) of this Agreement of its intention to Executive shall terminate in their entirety except as otherwise provided under this Section 7.1. If Executive becomes eligible for disability benefits under the Company’Executive's long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuouslyemployment. In such event, the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period),Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full‑time performance of the right, toExecutive's duties. For purposes of this Agreement, "Disability" shall mean the extent permitted by law, to terminateabsence of the employment of Executive upon notice in writing to Executive; provided thatfrom the Executive's duties with the Company shall have no righton a full‑time basis for 180 consecutive business days as a result of incapacity due to terminate Executive’s employment if, inmental or physical illness which is determined to be total and permanent by a physician selected by the reasonable opinion of a qualified physicianCompany or its insurers and acceptable to the Company, it is substantially certain that Executive shallor the Executive's legal representative (such agreement as to acceptability not to be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon deathunreasonably withheld, delayed or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than # the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.conditioned).

Termination upon Death or Disability. If Executive diesThe Executive’s employment shall terminate automatically upon the Executive’s death during the Term,Employment Period. If the obligationsCompany determines in good faith that the Disability of the CompanyExecutive has occurred during the Employment Period (pursuant to orthe definition of Disability set forth below), it may give to the Executive written notice in accordance with respect[Section 14(b)] of this Agreement of its intention to Executive shall terminate in their entirety except as otherwise provided under this Section 7.1. If Executive becomes eligible for disability benefits under the Company’Executive's long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuouslyemployment. In such event, the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period),Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the right, toExecutive’s duties. For purposes of this Agreement, "Disability" shall mean the extent permitted by law, to terminateabsence of the employment of Executive upon notice in writing to Executive; provided thatfrom the Executive's duties with the Company shall have no righton a full-time basis for 180 consecutive business days as a result of incapacity due to terminate Executive’s employment if, inmental or physical illness which is determined to be total and permanent by a physician selected by the reasonable opinion of a qualified physicianCompany or its insurers and acceptable to the Company, it is substantially certain that Executive shallor the Executive's legal representative (such agreement as to acceptability not to be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than # the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.withheld unreasonably).

Termination upon Death or Disability. If Executive diesThe Executive’s employment shall terminate automatically upon the Executive’s death during the Term,Employment Period. If the obligationsCompany determines in good faith that the Disability of the CompanyExecutive has occurred during the Employment Period (pursuant to orthe definition of Disability set forth below), it may give to the Executive written notice in accordance with respectSection 15(b) of this Agreement of its intention to Executive shall terminate in their entirety except as otherwise provided under this Section 7.1. If Executive becomes eligible for disability benefits under the Company’Executive's long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuouslyemployment. In such event, the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period),Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the right, toExecutive’s duties. For purposes of this Agreement, "Disability" shall mean the extent permitted by law, to terminateabsence of the employment of Executive upon notice in writing to Executive; provided thatfrom the Executive's duties with the Company shall have no righton a full-time basis for 180 consecutive business days as a result of incapacity due to terminate Executive’s employment if, inmental or physical illness which is determined to be total and permanent by a physician selected by the reasonable opinion of a qualified physicianCompany or its insurers and acceptable to the Company, it is substantially certain that Executive shallor the Executive's legal representative (such agreement as to acceptability not to be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than # the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.withheld unreasonably).

Termination uponBy Death or Disability. If Executive dies during the Term, the obligations of the CompanyThe Executive's employment and rights to or with respect to Executivecompensation under this Employment Agreement shall terminate in their entirety except as otherwise provided under this Section 7.1. Ifif the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assignedof his position due to him for at least 120 consecutivedeath or non-consecutive days outdisability lasting more than 90 days, and the Executive's heirs, beneficiaries, successors, or assigns shall not be entitled to any of any consecutive 12-month period), the Company shall have the right,compensation or benefits to which Executive is entitled under this Agreement, except: # to the extent permitted by law, to terminate the employment of Executive upon noticespecifically provided in writing to Executive; provided that the Company shall have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptablethis Employment Agreement # to the Company, it is substantially certain that Executive shall be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon deathextent required by law; or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than # the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursementextent that such benefit plans or policies under this Agreement for expenses incurred priorwhich Executive is covered provide a benefit to the date of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’Executive's employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.heirs, beneficiaries, successors, or assigns.

Termination upon Death or Disability. IfThe Executive’s employment shall terminate automatically if the Executive dies during the Term,Employment Period. If the obligationsCompany determines in good faith that the Disability (as defined below) of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 7.1. If Executive becomes eligible for disability benefits underhas occurred during the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right,Employment Period (pursuant to the extent permitted by law,definition of Disability), it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment of Executive upon notice in writing to Executive; provided thatwith the Company and/or the Affiliated Entities shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have no rightreturned to terminatefull-time performance of the Executive’s employment if, induties. “Disability” means the reasonable opinionabsence of the Executive from the Executive’s duties with the Company or the Affiliated Entities on a qualifiedfull-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Company, it is substantially certain that Executive shall be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than # the Executive’s Annual Salary and other benefits earned and accrued under this Agreement priorlegal representative (such agreement as to the date of termination (and reimbursement under this Agreement for expenses incurred prioracceptability not to the date of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.unreasonably withheld).

Termination uponUpon Death or Disability. If Executive dies duringThe Executive’s employment shall automatically terminate upon the Term, the obligationsdeath of the Executive and may be terminated by the Company to or with respect toupon the Disability of the Executive. For purposes of this Section 3, the Executive shall terminate in their entirety except as otherwise provided under this Section 7.1. If Executive becomes eligible for disability benefits underbe deemed Disabled (and termination of the Company’Executive’s long-term disability plans and arrangements (or,employment shall be deemed to be due to such “Disability”) if none, if Executivean independent medical doctor (selected by virtue of illthe Company’s applicable health or other disability is unableinsurer) certifies that the Executive has, for a cumulative period of more than one hundred twenty (120) days during any 365-day period, been disabled in a manner which seriously interferes with the Executive’s ability to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days outessential functions of any consecutive 12-month period), the Company shall have the right,Executive’s job even with a reasonable accommodation to the extent permittedrequired by law,law. Any refusal by the Executive to terminatesubmit to a medical examination for the employmentpurpose of Executive upon notice in writing to Executive; provided that the Company shall have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executivecertifying Disability shall be abledeemed conclusively to resume Executive’s duties on a regular full-time basis within 30 daysconstitute evidence of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than # the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); and # a lump sum cash payment equal to the Annual Bonus for the calendar year in which Executive’s employment hereunder terminates, prorated based on the period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to this Section 7.1, and calculated based on actual performance through the end of the applicable performance year (but in no event shall the amount of the bonus payable to Executive be greater than the prorated portion of Executive’s Target Annual Bonus for such year), payable at the same time as annual bonuses of other senior executives of the Company, but in no event later than March 15 of the year following the year with respect to which such Annual Bonus is payable.Disability.