Disability. During the Contract Period if the Executive becomes permanently disabled so as to qualify for full benefits under the Company’s then-existing long-term disability insurance policy, or is unable to perform his/her duties hereunder for four (4) consecutive months in any twelve (12) month period, the Company may terminate the employment of the Executive. In such event, the Executive shall not be entitled to any further benefits under this Agreement.

For purposes of this Agreement, a “Disability” shall occur in the Contract Period if theevent Executive becomes permanently disabled so as to qualify for full benefits under the Company’s then-existing long-term disability insurance policy, or is unable to perform his/herthe duties hereunderand responsibilities contemplated under this Agreement for four (4)a period of either # 90 consecutive days or # six months in any twelve (12) 12-month period,period due to physical or mental incapacity or impairment. During any period that Executive fails to perform Executive’s duties hereunder as a result of incapacity or impairment due to physical or mental illness (the “Disability Period”), Executive shall continue to receive the compensation and benefits provided by [Section 3] of this Agreement until Executive’s employment hereunder is terminated; provided, however, that the amount of base compensation and benefits received by Executive during the Disability Period shall be reduced by the aggregate amounts, if any, payable to Executive under any disability benefit plan or program provided to Executive by the Company may terminate the employmentin respect of the Executive. In such event, the Executive shall not be entitled to any further benefits under this Agreement.period.

Disability. DuringThe Company may terminate the Contract PeriodExecutive’s employment upon notice to the Executive if the Executive becomes permanently disabled so assubject to qualify for full benefits undera Disability. For purposes of this Agreement, “Disability” means the Company’s then-existing long-term disability insurance policy, orExecutive is unable to perform his/her duties hereunderthe essential functions of his position, with or without a reasonable accommodation, for four (4)a period of 90 consecutive months incalendar days or 180 non-consecutive calendar days within any twelve (12)rolling 12 month period, the Company may terminate the employment of the Executive. In such event, the Executive shall not be entitled to any further benefits under this Agreement.period.

For purposes of this Agreement, the Contract Period ifterm “Disability” shall mean any disability, illness, or other incapacity that prevents the Executive becomes permanently disabled sofrom performing services as to qualifycontemplated by [Section 2], for full benefits under the Company’s then-existing long-term disability insurance policy,60 or is unable to perform his/her duties hereundermore consecutive days, or for four (4) consecutive monthsan aggregate of 90 days in any twelve (12) consecutive 12-month period, the Company may terminate the employment of the Executive.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 pursuant to [Section 3] shall be reduced to the extent of any amount received by the Executive pursuant to any disability insurance policy maintained and paid for by the Company, and # no bonus compensation or other employee benefits shall accrue or be earned or count toward proration. Termination under this Section shall not be entitled toprejudice any further benefitsrights of the Executive under disability policies, if any, being maintained by the Company for the Executive under the terms of this Agreement.

Disability. DuringIn the Contract Period ifevent that, during the term of this Agreement the Executive becomes permanently disabled so asshall be prevented from performing his essential functions hereunder to qualify forthe full benefitsextent required by the Company by reason of Disability (as defined below), this Agreement and the Executive’s employment with the Company shall automatically terminate. The Company’s obligation to the Executive under such circumstances shall be those set forth in [Section 6] regarding severance compensation. For purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the Company’s then-existing long-term disability insurance policy,performance by the Executive, with or is unable to perform his/her dutieswithout reasonable accommodation, of his essential functions hereunder for four (4) consecutive months inan aggregate of ninety (90) days or longer during any twelve (12) month period,consecutive months. The determination of the Executive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company may terminate the employment of the Executive. In such event,and the Executive (or his representative), be final and binding on the parties hereto and be made taking into account such competent medical evidence as shall not be entitledpresented to such independent physician by the Executive and/or the Company or by any further benefits under this Agreement.physician or group of physicians or other competent medical experts employed by the Executive and/or the Company to advise such independent physician.

Disability. DuringThe Company may terminate Executive’s employment for Disability by giving Executive 30 days’ advance notice in writing. For all purposes under this Agreement, “Disability” shall mean that Executive, at the Contract Period if the Executive becomes permanently disabled so as to qualify for full benefits under the Company’s then-existing long-term disability insurance policy, ortime notice is given, has been unable to substantially perform his/her duties under this Agreement for a period of not less than six (6) consecutive months as the result of her incapacity due to physical or mental illness. In the event that Executive resumes the performance of substantially all of her duties hereunder before the termination of her employment under this subparagraph # becomes effective, the notice of termination shall automatically be deemed to have been revoked. No compensation or benefits will be paid or provided to Executive under this Agreement on account of termination for four (4) consecutive months in any twelve (12) month period,Disability, or for periods following the date when such a termination of employment is effective. Executive’s rights under the benefit plans of the Company may terminateshall be determined under the employmentprovisions of the Executive. In such event, the Executive shall not be entitled to any further benefits under this Agreement.those plans.

Death or Disability. DuringExecutive’s employment (and this Agreement) shall terminate automatically upon the Contract Perioddeath of Executive, and may be terminated by the Company 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 shall be determined by an independent physician selected by the Executive becomes permanently disabled so asand reasonably acceptable to qualify for full benefits underCompany. In the Company’event of termination of Executive’s then-existing long-term disability insurance policy,employment due to death or is unable to perform his/her duties hereunder for four (4) consecutive months in any twelve (12) month period,Disability, the Company may terminateshall pay to Executive (or to his qualified personal representative in the employmentevent of his death during the Term) all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive. In such event, the Executive shall not be entitled to any further benefits under this Agreement.

Disability. DuringUpon the Contract Period iffailure of the Executive becomes permanently disabled so as to qualifyrender services to the Company for full benefits undera continuous period of six (6) months or for more than one hundred eighty (180) days within a calendar year because of the Company’Executive’s then-existing long-termphysical or mental disability insurance policy, or is unable to perform his/her duties hereunder for four (4) consecutive months in any twelve (12) month period,illness (“Disability”), the Company may terminate the Executive’s employment hereunder, provided such termination does not otherwise violate applicable law. If there should be a dispute between the parties as to the Executive’s physical or mental disability, such dispute shall be settled by the opinion of an impartial reputable physician agreed upon for such purpose by the Executive. Inparties or their representatives. The certificate of such event,physician as to the Executivematter in dispute shall not be entitled to any further benefits under this Agreement.final and binding on the parties.

Death or Disability. DuringThe Executive’s employment shall terminate automatically upon the Contract Period ifExecutive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive becomes permanently disabled so ashas occurred during the Employment Period (pursuant to qualify for full benefits under the Company’s then-existing long-term disability insurance policy, or is unabledefinition of Disability set forth below), it may give to perform his/her duties hereunder for four (4) consecutive monthsthe Executive written notice in any twelve (12) month period, the Company mayaccordance with [Section 12(b)] of this Agreement of its intention to terminate the employment of the Executive.Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (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. For purposes of this Agreement, “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 entitledtotal and permanent by a physician selected by the Company or its insurers and acceptable to any further benefits under this Agreement.the Executive or the Executive’s legal representative.

Death or Disability. DuringThe Executive's employment shall terminate automatically upon the Contract Period ifExecutive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive becomes permanently disabled so ashas occurred during the Employment Period (pursuant to qualify for full benefits under the Company’s then-existing long-term disability insurance policy, or is unabledefinition of Disability set forth below), it may give to perform his/her duties hereunder for four (4) consecutive monthsthe Executive written notice in any twelve (12) month period, the Company mayaccordance with [Section 12(b)] of this Agreement of its intention to terminate the employment of the Executive.Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (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. For purposes of this Agreement, "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 entitledtotal and permanent by a physician selected by the Company or its insurers and acceptable to any further benefits under this Agreement.the Executive or the Executive's legal representative (such agreement as to acceptability not to be unreasonably withheld, delayed or conditioned).