Supplemental Disability Benefits. In the event of Disability of the Executive, the majority of Titan's Board of Directors as then constituted, at its election and upon thirty (30) days written notice to Executive, may terminate the employment of Executive under this Agreement effective as of the last day of the month within which the end of such thirty (30)day period occurs (the "Disability Termination Date"). For purposes of this Agreement, the term "Disability" shall mean the inability of Executive to perform his duties and responsibilities as contemplated by this Agreement as a senior executive officer and for a continuous period of time which has extended or will foreseeably extend, in duration, beyond six (6) months from its commencement as a result of sickness, bodily injury, or mental or emotional disease, impairment or disorder of any type, excluding attempted suicide or intentionally self-inflicted injury. Upon termination of Executive’s employment by reason of Disability, as aforesaid, Titan’s obligations will be as follows:

In case the grantee becomes entitled on or before receipt of payment with respect to a bonus or bonus unit, to payment of extended disability benefits under the Company’s extended disability benefit plan, the grantee shall continue to have to have the right to receive cash payment of bonus or bonus units, or in case of death after entitlement as aforesaid, by the grantee’s legal representatives.

Benefits upon Death/Disability. During the Term, if the Executive’s employment is terminated on account of death under [Section 4(a)] or Disability under [Section 4(b)], all time-based equity awards (including the Initial Equity Award and any awards originally subject to performance vesting conditions that remain subject to time-based vesting after satisfaction of such performance conditions) held by the Executive on the Date of Termination shall automatically vest and become exercisable or nonforfeitable and all performance-based equity awards held by the Executive on the Date of Termination which the Executive would have vested had he remained employed through the end of the performance period in respect of each such award shall become vested as of the end of such performance period(s) based on the Company’s actual performance through the end of such performance period(s) but such amount shall be further prorated in the manner set forth in the applicable award agreement.

A Participant who, if he separated from service, would not yet be eligible for Early Retirement under [Article 3] or Normal Retirement under [Article 4], and who becomes Disabled, shall be eligible to receive a Disability Retirement Benefit.

Payment of Benefits Upon Disability. If a Participant or Former Participant incurs a Termination of Employment on account of a Disability before the complete distribution of his Accounts, the Participant or the Former Participant shall become 100% vested in his or her Accounts; and the balance of such Accounts shall become payable upon such a Termination of Employment and shall be paid in accordance with [Sections 7.8 through 7.10].

“Total Disability” means a physical or mental impairment that qualifies a Participant for disability benefits under a long-term disability benefits plan maintained by the Participant’s Participating Employer and/or eligibility for disability benefits under the Social Security Act; provided that such impairment would also qualify as a “disability” as defined in Code section 409A. All determinations of Total Disability for purposes of this Plan shall be based on the fact that the Participant is in receipt of disability payments under either or both the above-referenced disability benefits plans.

Different claims procedures apply to claims for benefits on account of Disability, referred to as "Disability claims," and all other claims for benefits, referred to as "non-Disability claims "

If the Executive becomes disabled during the Term, he/she, if eligible, can receive disability benefits under the Benefit Plan for Employees that is in effect at the time of the Executive’s disability when these benefits become payable. At the time of the execution of this Agreement, the disability benefits include: short term disability benefit from the State Disability Program that is provided by the Employment Development Department (“California Short Term Disability Benefit”) and, long term disability benefit.

Disability. The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. In the event that Employee is unable fully to perform his duties and responsibilities hereunder to the full extent required by Employer by reason of illness, injury or incapacity for ninety (90) consecutive days, this Agreement may be terminated by Employee or Employer; provided, however, that Employee shall continue to be compensated as provided in this Agreement during such ninety- (90) day period and until termination under this [Section 8] and Employee also shall be paid, in a lump sum, a special benefit equal to two (2) year's Base Compensation, and all Restricted Stock owned by Employee shall immediately become Vested Shares, as such term is defined in the applicable grant agreement and plan documents; and, provided further, that Employee will be entitled to receive the benefits, rights and/or payments prescribed under any employee welfare or benefit plan in which Employee was participating at the time of such disability in accordance with the terms and conditions of such plans. In the event of any dispute under this [Section 8], Employee shall submit to a physical examination by a licensed physician selected by Employer and reasonably acceptable to Employee.