Disability; Death. If the Company terminates the Employee’s employment as a result of the Employee’s Disability, or the Employee’s employment terminates due to the Employee’s death, then the Employee will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.

Disability; Death. If Executive’s employment with the Company is terminated due to Executive becoming Disabled or Executive’s death, then Executive or Executive’s estate (as the case may be) will # receive the earned but unpaid base salary through the date of termination of employment, # receive all accrued vacation, expense reimbursements and any other benefits due to Executive through the date of termination of employment in accordance with Company-provided or paid plans, policies and arrangements, and # not be entitled to any other compensation or benefits from the Company except to the extent required by law (for example, COBRA).

Disability, Death. The Company may terminate the employment of the Employee prior to the end of the Term of this Agreement if the Employee has been unable to perform his duties hereunder or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician chosen by the Company in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any requested examination. However, this provision does not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave Act of 1993, and a termination of employment under this [Section 4C] shall not be deemed to be a termination for cause.

Death or Disability. Notwithstanding [Section 3(a)], if a Participant terminates employment with the Company and the Related Companies prior to the last day of the Restricted Period due to the Participant’s death or Disability, then all of the Restricted Stock Units subject to the Participant’s Award will become fully vested as of the date of such termination.

Death or Disability. If your Service terminates by reason of your death or Disability prior to the Scheduled Vesting Date, then as of the date of your termination of Service, a number of Units shall vest determined as follows # the number of Units earned based on the actual level of performance for any Sub-Performance Period that has concluded prior to your termination of Service, plus # either # the Target Number of Performance Stock Units allocated to the Performance Period or any Sub-Performance Period that has not concluded prior to your termination of Service or # in the discretion of the Committee upon its determination of the actual level of performance (if determinable) through the date of your termination of Service, the number of Units specified by the Committee as having been earned based on such performance.

Death or Disability. Employee’s employment with the Employer shall terminate automatically upon Employee’s death during the Employment Period. If the Employer determines in good faith that the Disability of Employee has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Employee written notice in accordance with [[Sections 6(e) and 15]5]] # of this Agreement of its intention to Terminate Employee’s employment. In such event, Employee’s employment with the Employer shall Terminate effective on the 60th day after receipt of such written notice by Employee (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Employee shall not have returned to full-time performance of Employee’s duties. For purposes of this Agreement, “Disability” shall mean that the Employee suffers from a physical or mental disability or infirmity that qualifies him for disability benefits under any accident, health or disability plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inability to perform the essential functions of the Employee’s job for a period of ninety (90) or more days as a result of physical or mental disability or infirmity which is determined to be total and permanent, as reasonably determined by the Employer based upon the opinion of a physician, subject to # the Employer’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts).

If a Participant’s employment or service with the Company terminates as a result of Disability or death prior to the date on which the Matching RSUs granted under this Program have vested in full, then the Participant will vest in a prorated portion of the Participant’s outstanding Matching RSUs (rounded up to the nearest whole share) representing the portion of the full vesting period prior to such termination, and such Matching RSUs will be settled as provided in the award agreement.

Death or Disability. If your employment terminates by reason of your death or disability (within the meaning of Section 22(e)(3) of the Code) (“Disability”), then all of the Units subject to this Award shall continue to vest in accordance with the Vesting Schedule set forth on the cover page to this Agreement. Notwithstanding any provision to the contrary, if the Award is continued, assumed or replaced in connection with a Change of Control, in the event your employment terminates by reason of your Disability within one year of a Change of Control, then all of the unvested Units subject to this Award shall vest as of such termination of employment.

Death or Disability. If the Grantee’s Termination of Employment is as a result of the Grantee’s death or Disability prior to the final Vesting Date listed above, then any unvested RSUs shall vest as of such Termination of Employment.

the Employee’s death or permanent disability.

Termination due to Death or Disability.

Your death, "Disability" or "Retirement"; or

In the event Grantee ceases to be a Non-Employee Director due to death or Disability, all Restricted Stock held by such Grantee shall vest immediately on the date of such Grantee’s death or Disability.

In the event of your death or Permanent Disability (as defined in the Company’s 2008 Director Compensation Plan), any deferred shares will be distributed to you or, in the event of your death, your designated beneficiary(ies) within 30 days following the date of your death or Permanent Disability.

Stock options vest immediately upon death or disability and at qualified retirement, with the expiration date adjusting to the sooner of the original expiration date or 12 months (death) or 60 months (disability or qualified retirement).

Death Following Retirement or Permanent Disability. If Participant dies after having retired from Company, or having terminated employment because of Permanent Disability, the total duration of payments under this Plan for Retirement or Permanent Disability (whichever is applicable), and death benefits shall be 10 years from the date of Retirement or Permanent Disability (whichever is applicable), provided that Participant was not employed in a business in competition with Company in violation of paragraph 8. In the event of death the beneficiary shall receive the annual death benefit amount for the remaining portion of the 10-year payout.

In the event of either # a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or # a termination of Awardee’s employment by the Company or an affiliate of the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units that have not previously become vested or been forfeited shall become immediately vested and nonforfeitable upon the occurrence of such event.

Termination Due to Death or Disability. In the event that any Non-Employee Director incurs a Termination of Service (as defined in the Equity Plan) due to such Non-Employee Director’s death or Disability (as defined the Equity Plan), each of such Non-Employee Director’s Initial Award and Subsequent Award(s), along with any other stock options or other equity-based awards held by such Non-Employee Director, shall vest and, if applicable, become exercisable with respect to one hundred percent (100%) of the Shares subject thereto upon such Termination of Service.

Termination for Cause, Disability or Death. During the term of this Agreement, the Company shall be entitled to terminate the Employee's employment at any time upon the "Disability" of the Employee or for "Cause" upon notice to the Employee. The Employee's employment hereunder shall automatically terminate upon the death of the Employee. For purposes of this Agreement, "Disability" shall mean a physical or mental sickness or any injury which renders the Employee incapable of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be able to perform the essential functions of Employee's job (with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above, for a period of three continuous months, any subsequent period of Disability shall be regarded as a new period of Disability for purposes of this

Agreement. The Company and the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referred to a medical doctor selected by the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.