Incapacity. If the Board determines in good faith that the Executive has suffered an Incapacity (as defined below), the Company can terminate the Executive’s employment with the Company and the Period of Employment on at least 15 days’ written notice (so long as the Executive has not returned to full-time performance of the Executive’s duties within that period). For purposes of this Agreement, “Incapacity” means any mental or physical illness or disability that renders the Executive incapable of performing the Executive’s duties, even with a reasonable accommodation, for more than 12 consecutive weeks in any twelve-month period, unless a longer period is required by law. The date of Incapacity will be the date on which the Board declares the Incapacity on the grounds described above.

If, as a result of the Board determines in good faith thatExecutive’s incapacity due to physical or mental illness, the Executive has suffered an Incapacity (as defined below), the Company can terminateshall have been unable, with or without a reasonable accommodation, to perform the Executive’s employmentduties with the Company on a full time basis for six months and if, within 30 days after a Notice of Termination (as defined in [subparagraph 2(f)]) is thereafter given by the Period of Employment on at least 15 days’ written notice (so long asCompany, the Executive hasshall not have returned to full-the full time performance of the Executive’s duties within that period). For purposes of this Agreement, “Incapacity” means any mental or physical illness or disability that rendersduties, the Executive incapable of performingCompany may terminate the Executive’s duties, even with a reasonable accommodation,employment for more than 12 consecutive weeks in any twelve-month period, unless a longer period is required by law. The date of Incapacity will be the date on which the Board declares the Incapacity on the grounds described above.“Disability”.

Termination Upon Disability. In the event that the Board of Directors determines in good faith that the Executive has sufferedis unable to perform his duties hereunder by reason of any disability or incapacity (due to any physical or mental injury, illness or defect) for an Incapacity (as defined below),aggregate of 180 days in any consecutive 12-month period, the Company canshall have the right to terminate the Executive’s employment withhereunder within 30 days after the Company and the Period180th day of Employment onhis disability or incapacity by giving Executive notice to such effect at least 15 days’ written notice (so long as10 days prior to the Executive has not returned to full-time performance of the Executive’s duties within that period). For purposes of this Agreement, “Incapacity” means any mental or physical illness or disability that renders the Executive incapable of performing the Executive’s duties, even with a reasonable accommodation, for more than 12 consecutive weeks in any twelve-month period, unless a longer period is required by law. The date of Incapacity willtermination set forth in such notice, and on such date such employment shall terminate. The Board of Directors’ determination shall be the date on which the Board declares the Incapacitymade after due inquiry, on the groundsbasis of convincing evidence presented in at least two medical opinions rendered by reputable physicians with experience in diagnosing and treating the condition described above.in the opinion.

Disability. If, as a result of the Board determines in good faith that the Executive has suffered an Incapacity (as defined below), the Company can terminate the Executive’Executive's employmentincapacity due to physical or mental illness, he shall have been absent from his duties with the CompanyCorporation on a full-time basis for six (6) months and the Period of Employment on at least 15 days’within thirty (30) days after written notice (so long as the Executive hasof termination is given he shall not have returned to the full-time performance of his duties, the Executive’s duties within that period). For purposes of this Agreement, “Incapacity” means any mental or physical illness or disability that rendersCorporation may terminate the Executive incapable of performing the Executive’s duties, even with a reasonable accommodation,Agreement for more than 12 consecutive weeks in any twelve-month period, unless a longer period is required by law. The date of Incapacity will be the date on which the Board declares the Incapacity on the grounds described above."Disability."

Disability. If, as a result of the Board determines in good faith thatExecutive’s incapacity due to physical or mental illness, # the Executive has suffered an Incapacity (as defined below), the Company can terminate the Executive’s employmentshall have been absent from his duties with the Company on a full-time basis for nine (9) months and # within thirty (30) days after such nine (9) month period a “Notice of Termination” (as defined in [Section 3(f)]) is given by the Period of Employment on at least 15 days’ written notice (so long asCompany to the Executive hasand # thereafter the Executive shall not have returned to the full-time performance of the Executive’s duties within that period). For purposes ofduties, the Company may terminate this Agreement, “Incapacity” means any mental or physical illness or disability that renders the Executive incapable of performing the Executive’s duties, even with a reasonable accommodation,Agreement for more than 12 consecutive weeks in any twelve-month period, unless a longer period is required by law. The date of Incapacity will be the date on which the Board declares the Incapacity on the grounds described above.“Disability”.

Termination Due to Death or Incapacity. If the Board determines in good faith thatExecutive’s employment is terminated by reason of the Executive has suffered anExecutive’s death or Incapacity (as defined below), this Agreement shall terminate automatically on the Company can terminatedate of death or the Executive’s employment withdate of determination by the Company andBoard that the PeriodIncapacity of Employment on at least 15 days’ written notice (so long as the Executive has not returned to full-time performance ofoccurred, as the Executive’s duties within that period). For purposes of this Agreement,case may be. “Incapacity” means any mentalphysical or physicalmental illness or disability thatof the Executive which continues for a period of six consecutive months or more and which at any time after such six-month period the Board shall reasonably determine renders the Executive incapable of performing the Executive’s duties, even with a reasonable accommodation, for more than 12 consecutive weeks in any twelve-month period, unless a longer period is required by law. The date of Incapacity will be the date on which the Board declares the Incapacity on the grounds described above.his duties.

Termination Due to Death or Incapacity. If the Board determines in good faith that the Executive has suffered an Incapacity (as defined below), the Company can terminate the Executive’s employment withis terminated by reason of the Company andExecutive’s death or incapacity, this Agreement shall terminate automatically on the Perioddate of Employment on at least 15 days’ written notice (so long asdeath or the date of determination by the Board that the incapacity of the Executive has not returned to full-time performance ofoccurred, as the Executive’s duties within that period). For purposes of this Agreement,case may be. “Incapacity” means any mentalphysical or physicalmental illness or disability thatof the Executive which continues for a period of six consecutive months or more and which at any time after such six-month period the Board shall reasonably determine renders the Executive incapable of performing the Executive’s duties, even with a reasonable accommodation, for more than 12 consecutive weeks in any twelve-month period, unless a longer period is required by law. The date of Incapacity will be the date on which the Board declares the Incapacity on the grounds described above.his duties.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the BoardCompany determines in good faith that the Disability of the Executive has suffered an Incapacity (as definedoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Company canExecutive written notice in accordance with [Section 15(b)] of this Agreement of its intention to terminate the Executive’Executive's employment. In such event, the Executive's employment with the Company andshall terminate effective on the Period30th day after receipt of Employment on at least 15 days’ writtensuch notice (so long asby the Executive has(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 Executive’s duties within that period).duties. For purposes of this Agreement, “Incapacity” means any"Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or disability that rendersits insurers and acceptable to the Executive incapable of performingor the Executive’Executive's duties, even with a reasonable accommodation, for more than 12 consecutive weeks in any twelve-month period, unless a longer period is required by law. The date of Incapacity willlegal representative (such agreement as to acceptability not to be the date on which the Board declares the Incapacity on the grounds described above.withheld unreasonably).

Disability of Executive. If the Board determines in good faith that the Executive has suffered an Incapacity (as defined below),shall have been absent from the Company can terminate the Executive’s employment with the Company and the Period of Employment on at least 15 days’ written notice (so long as the Executive has not returned to full-time performance of the Executive’Executive’s duties within that period). For purposeswith Company for 180 business days during any twelve-month period as a result of this Agreement, “Incapacity” means anyExecutive’s incapacity due to accident, physical or mental illness, or physical illnessother circumstance which renders him mentally or disability that renders the Executivephysically incapable of performing the Executive’duties and services required of him hereunder on a full-time basis as determined by Executive’s duties, even with a reasonable accommodation,physician (“Disability”), Executive’s employment may be terminated by Company for more than 12 consecutive weeksDisability. If Executive’s employment is terminated for Disability, in addition to accrued but unpaid Base Compensation and payment for the value of any twelve-month period, unless a longer period is required by law. The dateaccrued, unused paid time off then-existing as of Incapacity willthe Date of Termination, Executive shall be eligible to receive the date on which the Board declares the Incapacity on the grounds described above.Without Cause Separation Package defined in [Section 5(d)(i)].

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the BoardCompany determines in good faith that the Disability of the Executive has suffered an Incapacity (as definedoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Company canExecutive written notice in accordance with [Section 12(b)] of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company andshall terminate effective on the Period30th day after receipt of Employment on at least 15 days’ writtensuch notice (so long asby the Executive has(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 Executive’s duties within that period).duties. For purposes of this Agreement, “Incapacity” means any“Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or disability that rendersits insurers and acceptable to the Executive incapable of performingor the Executive’s duties, even with a reasonable accommodation, for more than 12 consecutive weeks in any twelve-month period, unless a longer period is required by law. The date of Incapacity will be the date on which the Board declares the Incapacity on the grounds described above.legal representative.