Disability. In the event of the Executive’s Disability as hereinafter defined, the employment of the Executive may be terminated by the Company, effective upon the Disability Termination Date (as defined below). In such event, the Company shall pay the Executive an amount equivalent to thirty percent (30%) of the Executive’s Base Salary for a one year period, which amount shall be paid in one lump sum within 45 days following the Executive’s “separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the part of the Executive and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100% of Executive’s then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to Awards, as such Awards are defined in the 2023 Omnibus Plan, granted to the Executive shall be subject to the provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or grant, provided that both the Sign-On RSUs and Sign-On Options shall become fully vested as of the Executive’s date of termination.. The Company shall also pay to the Executive a lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, except in accordance with the Company’s benefit programs and other plans then in effect, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. Upon the Disability Termination Date, to the extent previously paid, the Executive’s obligation to pay back the Sign-On Bonus, pursuant to [Subsection 3(d)(i)] shall be waived.

Disability. In the event of the Executive’s Disability as hereinafter defined, the employment of the Executive may bethat this Agreement is terminated by the Company, effective upon the Disability Termination Date (as defined below). In such event, the Company shall pay the Executive an amount equivalent to thirty percent (30%) of the Executive’s Base Salary for a one year period, which amount shall be paid in one lump sum within 45 days following the Executive’s “separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the part of the Executive and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100%reason of Executive’s then-applicable Base Salary for such one-year period. In the event thatDisability, Executive does not elect towill participate in the Company’Employer’s long-term and/disability compensation programs, including any salary continuance plan in effect at that time for officers or short-term disability insurance benefit plans,executives of Employer. In addition, Executive will receive the Company shall not be obligatedfollowing separation payments: # a lump-sum payment, payable within thirty (30) days following his termination, equal to paysix times his then monthly Base Salary amount; and # six (6) monthly installment payments, each installment payment equal to his then monthly Base Salary amount, commencing on the Executive any amount in excess of thirty percent (30%)first day of the seventh month following the month in which Executive’s Base Salary. Inlast day of employment occurs and continuing on the eventfirst day of the immediately succeeding five (5) months. For purposes of this Agreement, “Disability” means Executive’s inability by reason of illness or other physical or mental impairment to perform the duties required by his employment for any consecutive one hundred eighty (180) day period, provided that written notice of any termination for Disability shall have been given by Employer to Executive prior to the full resumption by him of the Executive during the Employment Term, the restrictions and deferral limitations applicable to Awards, asperformance of such Awards are defined in the 2023 Omnibus Plan, granted to the Executive shall be subject to the provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or grant, provided that both the Sign-On RSUs and Sign-On Options shall become fully vested as of the Executive’s date of termination.. The Company shall also pay to the Executive a lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, except in accordance with the Company’s benefit programs and other plans then in effect, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. Upon the Disability Termination Date, to the extent previously paid, the Executive’s obligation to pay back the Sign-On Bonus, pursuant to [Subsection 3(d)(i)] shall be waived.duties.

Disability. InIf the eventExecutive is unable to perform his duties under this Agreement because of a Total Disability, the Company may terminate the Executive’s employment by giving written notice to the Executive. Such termination shall be effective as of the Executive’s Disability as hereinafter defined, the employmentdate of the Executive may be terminated by the Company, effective upon the Disability Termination Date (as defined below). In such event,notice and the Company shall have no further obligations under this Agreement, except to pay to the Executive an amount equivalent to thirty percent (30%) of the Executive’s# any Base Salary earned through the date of such termination, to the extent theretofore unpaid, # Total Disability benefits as described below, # a pro-rated Incentive Bonus Payment equal to the product of # the actual Incentive Bonus Payment for the year of termination multiplied by # a onefraction, the numerator of which is the number of completed days in the year period,of termination during which the Executive was employed by the Company and the denominator of which is 365, and provided that such amount shallwill be paid in one lump sum within 45 days following the Executive’s “separation from service,”normal course and shall only be paid if the Executive would have become entitled to such amount if he had not terminated his employment, and # such retirement and other benefits earned and vested (if applicable) by the Executive as that term is defined in Section 409A of the Code and regulations promulgated thereunder, fromdate of his termination under any employee benefit plan of the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. Forparticipates, including without limitation all vested benefits due under the avoidanceRestoration Plan and other retirement plans, all of doubt, participation by the Executiveforegoing to be paid in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the part of the Executive and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100% of Executive’s then-applicable Base Salarynormal course for such one-year period.payments and in accordance with the terms of such plans. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to Awards, as such Awards are defined in the 2023 Omnibus Plan, granted toincurs a Total Disability, the Executive shall be subjectentitled to the provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or grant, provided that both the Sign-On RSUs and Sign-On Options shall become fully vested asan annual disability benefit equal to 75% of the Executive’s date of termination.. The Company shall also pay to the Executive a lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, excepthis Base Salary, payable in accordance with the Company’s benefit programsnormal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by Social Security disability benefits and any other plans then in effect,long-term disability benefits the Executive shall not beis entitled to under any compensationother Company-sponsored or benefits fromCompany funded long-term disability plan or arrangements and shall cease as of the Company or hereunder. Upon the Disability Termination Date, to the extent previously paid,earliest of the Executive’s obligation to pay back the Sign-On Bonus, pursuant to [Subsection 3(d)(i)] shall be waived.cessation of Total Disability, death or attainment of his Normal Retirement Date.

Termination upon Death or Disability. InIf Executive dies during the eventTerm, the obligations of the Executive’s DisabilityCompany to or with respect to Executive shall terminate in their entirety except as hereinafter defined, the employment of the Executive may be terminated by the Company, effective upon the Disability Termination Date (as defined below). In such event, the Company shall pay the Executive an amount equivalent to thirty percent (30%) of the Executive’s Base Salary for a one year period, which amount shall be paid in one lump sum within 45 days following the Executive’s “separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in addition to any disability or other benefitsotherwise provided under the Company’s benefit plans in which thethis Section 7.1. If Executive participates. For the avoidance of doubt, participation by the Executive inbecomes eligible for disability benefits under the Company’s long-term and/disability plans and arrangements (or, if none, if Executive by virtue of ill health or short-termother disability insurance benefit plans is voluntary onunable to perform substantially and continuously the partduties assigned to him for at least 120 consecutive or non-consecutive days out of the Executive and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100% of Executive’s then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans,any consecutive 12-month period), the Company shall not be obligatedhave the right, to pay the extent permitted by law, to terminate the employment of Executive any amountupon notice in excess of thirty percent (30%) ofwriting to Executive; provided that the Company shall have no right to terminate Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to Awards, as such Awards are definedemployment if, in the 2023 Omnibus Plan, grantedreasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive shall be subjectable to the provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or grant, provided that both the Sign-On RSUs and Sign-On Options shall become fully vested asresume Executive’s duties on a regular full-time basis within 30 days of the Executive’s date Executive receives notice of such termination.. The Company shall also pay to the Executive a lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive Upon death or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, exceptother termination of employment by virtue of disability in accordance with this Section 7.1, Executive (or Executive’s estate or beneficiaries in the Company’s benefit programs and other plans then in effect,case of the Executivedeath of Executive) shall not be entitledhave no right to receive any compensation or benefits fromhereunder on and after the Company or hereunder. Uponeffective date of the Disability Termination Date,termination of employment other than # the Executive’s Annual Salary and other benefits earned and accrued under this Agreement prior to the extent previously paid,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 obligation to pay backemployment hereunder terminates, prorated based on the Sign-On Bonus,period beginning on January 1 and ending on the date on which Executive’s employment is terminated pursuant to [Subsection 3(d)(i)]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 waived.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.Termination Due to Disability: In the event Executive’s employment terminates during the Term due to his disability within the meaning of any long-term disability plan maintained by [[Corporate Group:Organization]] and covering Executive as of the Executive’s Disability as hereinafter defined, the employment of the Executive may be terminated by the Company, effective upon the Disability Termination Date (as defined below). In such event, the Company shall pay the Executive an amount equivalent to thirty percent (30%) of the Executive’s Base Salary for a one year period, which amount shall be paid in one lump sum within 45 days following the Executive’s “separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the part of the Executive and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100%date of Executive’s then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to Awards, as such Awards are defined in the 2023 Omnibus Plan, granted to thedisability, Executive shall be subject to the provisions regarding vestingreceive any base salary and transferability in those circumstances as are set forth in the applicable award agreement or grant, provided that both the Sign-On RSUs and Sign-On Options shall become fully vestedbenefits accrued but unpaid as of the Executive’s date of termination.. The Company shall also payhis termination due to the Executive a lump sum amount equivalent to thedisability, plus any amounts payable on account of Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, except in accordance with the Company’s benefit programs and other plans then in effect, the Executive shall not be entitleddisability pursuant to any compensationother plan or benefits from the Company or hereunder. Upon the Disability Termination Date, to the extent previously paid, the Executive’s obligation to pay back the Sign-On Bonus, pursuant to [Subsection 3(d)(i)program of [[Corporate Group:Organization]] shall be waived..

Death or Disability. In the event of the Executive’s Disability as hereinafter defined,employment (and this Agreement) shall terminate automatically upon the employmentdeath of the ExecutiveExecutive, and may be terminated by the Company, effectiveCompany upon written notice to Executive of termination of his employment due to Disability (which shall also constitute a termination of this Agreement). As used herein, “Disability” shall mean the inability of Executive to perform his material duties hereunder due to a physical or mental incapacity for 180 days (including weekends and holidays) in any 365-day period, with reasonable accommodations if required by applicable state and federal disability laws. To the extent necessary, the existence of a Disability Termination Date (as defined below).shall be determined by an independent physician selected by the Executive and reasonably acceptable to Company. In such event,the event of termination of Executive’s employment due to death or Disability, the Company shall pay theto Executive an amount equivalent(or to thirty percent (30%) of the Executive’s Base Salary for a one year period, which amount shall be paidhis qualified personal representative in one lump sum within 45 days following the Executive’s “separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the part of the Executive and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100% of Executive’s then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executivehis death during the Employment Term,Term) all compensation, benefits and reimbursable expenses accrued through the restrictions and deferral limitations applicable to Awards, as such Awards are defined in the 2023 Omnibus Plan, granted to the Executive shall be subject to the provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or grant, provided that both the Sign-On RSUs and Sign-On Options shall become fully vested as of the Executive’seffective date of termination.. The Companytermination or as required by law, and shall also pay tocomply with the Executive a lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke withinterms of any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, except in accordance with the Company’s benefit programsbenefits plans and other plans then in effect, the Executive shall not be entitled to any compensation or benefits fromagreements between the Company or hereunder. Uponand the Disability Termination Date, to the extent previously paid, the Executive’s obligation to pay back the Sign-On Bonus, pursuant to [Subsection 3(d)(i)] shall be waived.Executive.

Disability. InIf the eventExecutive's employment is terminated by reason of the Executive’Executive's Disability as hereinafter defined,during the employmentEmployment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the Executive may be terminated by the Company, effective upon the Disability Termination Date (as defined below). In such event, the Company shall pay the Executive an amount equivalent to thirty percent (30%)timely payment or provision of the Executive’s Base Salary for a one year period, which amountOther Benefits. Accrued Obligations shall be paid in one lump sum within 45 days following the Executive’s “separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the parta lump sum in cash within 30 days of the ExecutiveDate of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100% of Executive’s then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to Awards, as such Awards are defined in the 2023 Omnibus Plan, granted to the Executive shall be subjectentitled after the Disability Effective Date to receive, disability and other benefits at least equal to the provisions regarding vestingmost favorable of those generally provided by the Company and transferabilityits affiliated companies to disabled executives and/or their families in those circumstancesaccordance with such plans, programs, practices and policies relating to disability, if any, as are set forth in effect generally with respect to other peer executives and their families at any time during the applicable award agreement or grant, provided that both120‑day period immediately preceding the Sign-On RSUs and Sign-On Options shall become fully vested as of the Executive’s date of termination.. The Company shall also payEffective Date or, if more favorable to the Executive a lump sum amount equivalentand/or the Executive's family, as in effect at any time thereafter generally with respect to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, except in accordance with the Company’s benefit programs and other plans then in effect, the Executive shall not be entitled to any compensation or benefits frompeer executives of the Company or hereunder. Upon the Disability Termination Date, to the extent previously paid, the Executive’s obligation to pay back the Sign-On Bonus, pursuant to [Subsection 3(d)(i)] shall be waived.and its affiliated companies and their families.

Termination by Employer due to Executive's Disability. In the event of the Executive’If Executive's Disability as hereinafter defined, the employment of the Executive may beis terminated by the Company, effective upon thereason of Disability Termination Date (as defined below). In such event, the Company: # Employer shall pay to Executive the Executive an amount equivalent to thirty percent (30%) of the Executive’Accrued Obligations, # Executive's Base Salary for a one year period, which amount shall be paid in one lump sum within 45 days following the Executive’s “separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the part of the Executive and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100% of Executive’s then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the CompanyBenefit Plans shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to Awards, as such Awards are defined in the 2023 Omnibus Plan, granted to the Executive shall be subject to the provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or grant, provided that both the Sign-On RSUs and Sign-On Options shall become fully vestedterminate as of the Executive’s date of termination.. The Company shall also pay to the Executive a lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, except in accordance with the Company’s benefit programs and other plans then in effect, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. Upon the Disability Termination Date,Date (except to the extent previously paid,Executive is eligible for continued disability benefits under the Executive’applicable Employer plan), and # Employer shall have no further obligations to Executive under this Agreement, other than those provided in this Section 5.04. For purposes of this Agreement, "Disability" means Executive being determined to be totally disabled by the Social Security Administration or Executive's obligationinability to pay back the Sign-On Bonus, pursuantengage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to [Subsection 3(d)(i)] shallresult in death or can be waived.expected to last for a continuous period of not less than twelve months.

Disability. InIf the eventExecutive’s employment is terminated by reason of the Executive’s Disability as hereinafter defined,during the employmentEmployment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the Executive may be terminated by the Company, effective upon the Disability Termination Date (as defined below). In such event, the Company shall pay the Executive an amount equivalent to thirty percent (30%)timely payment or provision of the Executive’s Base Salary for a one year period, which amountOther Benefits. Accrued Obligations shall be paid in one lump sum within 45 days following the Executive’s “separation from service,” as that term is defined in Section 409A of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in addition to any disability or other benefits provided under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the parta lump sum in cash within 20 days of the ExecutiveDate of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and is made available by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure that the Executive receives a combination of insurance benefits and Company payments following the Disability Termination Date equal to 100% of Executive’s then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to Awards, as such Awards are defined in the 2023 Omnibus Plan, granted to the Executive shall be subjectentitled after the Disability Effective Date to receive, disability and other benefits at least equal to the provisions regarding vestingmost favorable of those generally provided by the Company and transferabilityits affiliated companies to disabled executives and/or their families in those circumstancesaccordance with such plans, programs, practices and policies relating to disability, if any, as are set forth in effect generally with respect to other peer executives and their families at any time during the applicable award agreement or grant, provided that both120‑day period immediately preceding the Sign-On RSUs and Sign-On Options shall become fully vested asChange of the Executive’s date of termination.. The Company shall also payControl Date or, if more favorable to the Executive a lump sum amount equivalent toand/or the Executive’s Target Bonus Amount thenfamily, as in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorizedeffect at any time thereafter generally with respect to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, except in accordance with the Company’s benefit programs and other plans then in effect, the Executive shall not be entitled to any compensation or benefits frompeer executives of the Company or hereunder. Upon the Disability Termination Date, to the extent previously paid, the Executive’s obligation to pay back the Sign-On Bonus, pursuant to [Subsection 3(d)(i)] shall be waived.and its affiliated companies and their families.

Disability. InFor purposes of this Agreement, the event of the Executive’s Disability as hereinafter defined, the employment ofterm “Disability” shall mean any disability, illness, or other incapacity that prevents the Executive may be terminatedfrom performing services as contemplated by the Company, effective upon the Disability Termination Date (as defined below).Section 2, for 60 or more consecutive days, or for an aggregate of 90 days in any consecutive 12-month period. In such event, the Company shall have the right to terminate this Agreement upon 10 days’ prior written notice to the Executive. During the period of any such disability, illness, or incapacity, # the obligation of the Company to pay Salary to the Executive an amount equivalentpursuant to thirty percent (30%) of the Executive’s Base Salary for a one year period, which amountSection 3 shall be paid in one lump sum within 45 days followingreduced to the Executive’s “separation from service,” as that term is defined in Section 409Aextent of the Code and regulations promulgated thereunder, from the Company (his “Separation From Service”), provided thatany amount received by the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. The foregoing benefit will be provided in additionpursuant to any disability insurance policy maintained and paid for by the Company, and # no bonus compensation or other employee benefits providedshall accrue or be earned or count toward proration. Termination under the Company’s benefit plans in which the Executive participates. For the avoidance of doubt, participation by the Executive in the Company’s long-term and/or short-term disability insurance benefit plans is voluntary on the partthis Section shall not prejudice any rights of the Executive and is made availableunder disability policies, if any, being maintained by the Company at the sole cost of the Executive. The purpose and intent of the preceding three sentences is to ensure thatfor the Executive receives a combinationunder the terms of insurance benefits and Company payments following the Disability Termination Date equal to 100% of Executive’s then-applicable Base Salary for such one-year period. In the event that Executive does not elect to participate in the Company’s long-term and/or short-term disability insurance benefit plans, the Company shall not be obligated to pay the Executive any amount in excess of thirty percent (30%) of the Executive’s Base Salary. In the event of the Disability of the Executive during the Employment Term, the restrictions and deferral limitations applicable to Awards, as such Awards are defined in the 2023 Omnibus Plan, granted to the Executive shall be subject to the provisions regarding vesting and transferability in those circumstances as are set forth in the applicable award agreement or grant, provided that both the Sign-On RSUs and Sign-On Options shall become fully vested as of the Executive’s date of termination.. The Company shall also pay to the Executive a lump sum amount equivalent to the Executive’s Target Bonus Amount then in effect, which amount shall be paid in one lump sum within 45 days following the Executive’s Separation from Service, provided that the Executive or an individual duly authorized to execute legal documents on the Executive’s behalf executes and does not revoke within any applicable revocation period the release described in [Subsection 4(j)(ii)]. Otherwise, after the Disability Termination Date, except in accordance with the Company’s benefit programs and other plans then in effect, the Executive shall not be entitled to any compensation or benefits from the Company or hereunder. Upon the Disability Termination Date, to the extent previously paid, the Executive’s obligation to pay back the Sign-On Bonus, pursuant to [Subsection 3(d)(i)] shall be waived.this Agreement.