Termination for Death or Disability. If Executive’s employment is terminated due to Executive’s Death or Disability pursuant to Sections 9.2 or 9.3, then Executive or his beneficiaries will be entitled to receive the Final Pay and all equity, including Restricted Stock Units, issued to Executive by [[Qualstar:Organization]] but not yet vested as of the Separation Date shall immediately fully vest and be earned as of the Separation Date provided that Executive satisfies the conditions for Severance in Section 9.7(d). In addition, Company shall pay to Executive a pro-rated portion of any earned target bonus pursuant to Section 4.2 (pro-rated to reflect the portion of the applicable calendar year Executive worked prior to the ending of Executive’s employment). Except as provided in this Section 9.7(b), upon termination pursuant to Sections 9.2 or 9.3, Executive will not be entitled to any further compensation or payments.

Termination of Service for Death or Disability. If the Executive’s Service terminates by reason of death or Disability, as of the date of such termination of Service # the unvested portion of any Option shall automatically vest and become immediately exercisable in

Termination of Service for Death or Disability. If the Optionee’s Service terminates by reason of death or Disability, the Option shall automatically vest and become immediately exercisable in full as of the date of such termination of Service. The Option shall remain exercisable by the Optionee (or any person entitled to do so) at any time within 18 months after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 4 hereof. To the extent the Option is not exercised within such 18-month period, the Option shall be cancelled and revert back to the Company and the Optionee or any permitted transferee pursuant to Section 11, as applicable, shall have no further right or interest therein.

Termination for Death or Disability. If the Participating Officer’s employment with the CBL Management Company terminates for reasons of the Participating Officer’s death or disability (defined as the complete and permanent disability of the Participating Officer as defined by the Company’s benefit insurance plans) prior to the end of an Annual Performance Period, then a portion of the PSUs for such Annual Performance Period shall nonetheless be deemed earned by the Participating Officer if the relevant Performance Goals for such Annual Performance Period are achieved. The portion of the PSUs for such Annual Performance Period deemed to be earned by the Participating Officer will be a pro-rated portion of the PSUs granted under this Agreement for such Annual Performance Period, calculated based upon the quotient of # the number of calendar days from January 1 of such Annual Performance Period through the date of such termination occurring within such Annual Performance Period divided by # 365. Upon the determination of the portion of the Participating Officer’s PSUs earned through his/her date of termination for such Annual Performance Period, the balance of the Participating Officer’s PSUs for such Annual Performance Period granted pursuant to this Agreement shall thereupon be forfeited and the Participating Officer shall have no further right, title and/or interest in such PSUs for such Annual Performance Period or any subsequent Annual Performance Period. By way of clarification, # a Participating Officer whose employment is terminated due to his/her death or disability shall be deemed to have earned the PSUs for the Annual Performance Period within which his/her termination occurred if the Performance Goals were achieved for such Annual Performance Period subject only to the pro-ration referenced herein, and such Participating Officer (or his/her estate/representative) shall be entitled to receive the shares of Common Stock represented by such PSUs (in the pro-rated amount) following the conclusion of such Annual Performance Period as set forth in Paragraph 2 above as if such Participating Officer’s employment had not been terminated and any and all applicable grace periods set forth on Exhibit A shall likewise be in force with respect to such PSUs and # the PSUs of the Participating Officer for the Annual Performance Period during which the termination of employment of the Participating Officer occurred and for any prior Annual Performance Periods shall be the only PSUs subject to any adjustment per any applicable grace periods set forth on Exhibit A and the Participating Officer’s PSUs for any subsequent Annual Performance Period shall be forfeited.

Termination of Service for Death or Disability. If the Award Recipient fails to satisfy the condition set forth in Section 1(a)(i) and/or the condition set forth in Section 1(a)(ii), in each case solely as a result of the Award Recipient’s death or Disability prior to the Vesting Date, the Stock Units shall automatically vest in full as of the date of the Award Recipient’s termination of Service and shall be delivered within 30 days of such termination of Service.

Termination of Service for Death or Disability. If the Optionee’s Service terminates by reason of death or Disability, the Option shall automatically vest and become immediately exercisable in full as of the date of such termination of Service. The Option shall remain exercisable by the Optionee (or any person entitled to do so) at any time within 18 months after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 4 hereof. To the extent the Option is not exercised within such 18-month period, the Option shall be cancelled and revert back to the Company and the Optionee or any permitted transferee pursuant to Section 11, as applicable, shall have no further right or interest therein.

Termination of Service; Death or Disability. The Expiration Date is the earlier of # the date set out in this Award Agreement, # the expiration of five years from the Date of Grant, or # the expiration of a period following the time you cease (whether voluntarily or involuntarily) to be a Director of Learning Tree or its subsidiaries, which period will be # three (3) months if you ceased to be a Director for any reason other than your death or Disability, or # twelve (12) months if you die or become Disabled while you are a Director of Learning Tree or one of its subsidiaries. Any options not exercisable on the date that you cease to be an Director (whether voluntarily or involuntarily) will be of no further force or effect. If you are not an Employee of Learning Tree or one of its subsidiaries at the time this Option is granted, the Expiration Date will be determined in a similar manner based on the time that you cease to be a regular consultant for Learning Tree and its subsidiaries. After the Expiration Date, the Option will expire and be void and of no further force or effect.

Termination of Service for Death or Disability. If the Executive’s Service terminates by reason of death or Disability, as of the date of such termination of Service # the unvested portion of any Option shall automatically vest and become immediately exercisable in full and # any TBRS and any TBRSU shall automatically vest in full. The full portion of any unexercised Option shall remain exercisable by the Executive (or any person entitled to do so) at any time within eighteen (18) months after the date of such termination of Service, subject to the earlier expiration of such Option on the Expiration Date. To the extent such Option is not exercised within such period, such Option shall be cancelled and revert back to the Company, and the Executive or any permitted transferee pursuant to the terms of the applicable award agreement, as applicable, shall have no further right or interest therein. The shares subject to any such TBRSU shall be delivered no later than sixty (60) days following such termination of Service.

Termination of Service for Death or Disability. If the Executive’s Service terminates by reason of death or Disability, as of the date of such termination of Service # the unvested portion of any Option shall automatically vest and become immediately exercisable in full and # any TBRS shall automatically vest in full. The full portion of any unexercised Option shall remain exercisable by the Executive (or any person entitled to do so) at any time within eighteen (18) months after the date of such termination of Service, subject to the earlier expiration of such Option on the Expiration Date. To the extent such Option is not exercised within such period, such Option shall be cancelled and revert back to the Company, and the Executive or any

Termination of Service for Death or Disability. If the Award Recipient’s Service terminates by reason of death or Disability, the Restricted Stock Units shall automatically vest in full as of the date of the Award Recipient’s termination of Service.