Disability. The Company may terminate Employee’s employment hereunder if: # as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder for a period of 120 consecutive days or a total of 180 days during any 365-day period and is unable to perform the essential duties of the job with or without a reasonable accommodation; and # if within ten (10) days after written notice of termination is given by the Company to Employee (which may occur at or after the end of such period), Employee shall not have returned to the performance of his duties hereunder on a full-time basis. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”), Employee shall continue to receive his Base Salary as set forth in [Section 3(a)] of this Agreement until his employment is terminated pursuant to this [Section 4(e)], provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee under disability benefit plans of the Company.

Disability. The Company may terminate Employee’s employment hereunder if: # as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been absent from histheir duties hereunder for a period of 120 consecutive days or a total of 180 days during any 365-day period and is unable to perform the essential duties of the job with or without a reasonable accommodation; and # if within ten (10) days after written notice of termination is given by the Company to Employee (which may occur at or after the end of such period), Employee shall not have returned to the performance of histheir duties hereunder on a full-time basis. During any period that Employee fails to perform histheir duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”), Employee shall continue to receive histheir Base Salary as set forth in [Section 3(a)] of this Agreement until histheir employment is terminated pursuant to this [Section 4(e)d)], provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee under disability benefit plans of the Company.

Disability. The Company may terminate Employee’s employment hereunder if: # as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been absent from histheir duties hereunder for a period of 120 consecutive days or a total of 180 days during any 365-day period and is unable to perform the essential duties of the job with or without a reasonable accommodation; and # if within ten (10) days after written notice of termination is given by the Company to Employee (which may occur at or after the end of such period), Employee shall not have returned to the performance of histheir duties hereunder on a full-time basis. During any period that Employee fails to perform histheir duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”), Employee shall continue to receive histheir Base Salary as set forth in [Section 3(a)] of this Agreement until histheir employment is terminated pursuant to this [Section 4(e)d)], provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee under disability benefit plans of the Company.

Disability. The“Disability” means the Employee has been unable to perform his or her Company may terminate Employee’s employment hereunder if: #duties as athe result of Employee’shis or her incapacity due to physical or mental illness, Employee shall have been absent from his duties hereunder for a period of 120 consecutive daysand such inability, at least twenty-six (26) weeks after its commencement or a total of 180 days duringin any 365-day periodconsecutive twelve (12) month period, is determined to be total and is unable to perform the essential duties of the job with or withoutpermanent by a reasonable accommodation; and # if within ten (10) days after written notice of termination is givenphysician selected by the Company or its insurers and acceptable to the Employee (whichor the Employee’s legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may occuronly be effected after at or afterleast thirty (30) days’ written notice by the endCompany of such period),its intention to terminate the Employee’s employment. In the event that the Employee shall not have returned toresumes the performance of substantially all of his or her duties hereunder on a full-time basis. During any period that Employee failsbefore the termination of his or her employment becomes effective, the notice of intent to perform his duties hereunder as a result of incapacity dueterminate will automatically be deemed to physical or mental illness (the “Disability Period”), Employee shall continue to receive his Base Salary as set forth in [Section 3(a)] of this Agreement until his employment is terminated pursuant to this [Section 4(e)], provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee under disability benefit plans of the Company.have been revoked.

Disability. TheThis Agreement may be terminated at the option of the Company may terminate Employee’s employment hereunder if: #if, as a result of Employee’s incapacity due toany physical or mental illness,disability, Employee shall have been absent from hisis unable to perform substantially all of Employee’s major duties hereunder for a continuous period of 120four months or at least 90 days in any consecutive days or a totalperiod of 180 days during any 365-day period and is unable to perform the essential duties of the job with or without a reasonable accommodation; and # if within ten (10) days after written notice of termination is given by the Company to Employee (which may occur at or after the end of such period), Employee shall not have returned to the performance of his duties hereunder on a full-time basis. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”),days. Employee shall continue to receive his Base Salary as set forth inEmployee’s full salary plus bonus payments payable to Employee under [Section 3(a)]3] hereof regardless of any illness or incapacity, unless and until this Agreement until hisis terminated. If Employee’s employment is terminated pursuant to this [Section 4(e)]5], provided that payments so made to Employee during(or Employee’s personal representative, in the Disability Periodcase of Employee’s death) shall be reduced byentitled to receive Employee’s full salary through the sumeffective date of the amounts, if any, payable to Employee under disability benefit plans of the Company.termination.

The Company or Employee may terminate Employee’Employee’s employment hereunder if: # asat any time during the Term because of the Disability of Employee. “Disability” shall mean a result of Employee’s incapacity due to physical or mental illness,condition which has prevented Employee shall have been absent from substantially performing his duties hereunderunder Employee’s Agreement for a period of 120 consecutive days or a total of 180 days during any 365-day period and which is expected to continue to render Employee unable to substantially perform the essential duties of the job with or without a reasonable accommodation; and # if within ten (10) days after written notice of termination is given by the Company to Employee (which may occur at or after the end of such period), Employee shall not have returned to the performance of his duties hereunderfor the remaining Term of this Agreement on a full-time basis. DuringThe Company will make reasonable accommodation for any period thathandicap of Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”), Employee shall continue to receive his Base Salary as set forth in [Section 3(a)] of this Agreement until his employment is terminated pursuant to this [Section 4(e)], provided that payments so made to Employee during the Disability Period shallmay be reducedrequired by the sum of the amounts, if any, payable to Employee under disability benefit plans of the Company.applicable law.

Disability. The Company may terminateFor purposes of this Agreement, “Disability” shall mean Employee’s employment hereunder if: # as a result of Employee’s incapacityinability, due to physical or mental illness, Employee shall have been absent from his duties hereunder for a period of 120 consecutive days or a total of 180 days during any 365-day period and is unableincapacity, to perform the essential dutiesfunctions of the jobhis job, with or without a reasonable accommodation;accommodation, for one hundred and # if within ten (10)twenty (120) days after written noticeout of termination is given byany three hundred sixty-five (365) day period or sixty (60) consecutive days. Any question as to the existence of Employee’s Disability as to which Employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Employee (which may occur at or afterand the endCompany. If Employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of such period),Disability made in writing to the Company and Employee shall not have returned tobe final and conclusive for all purposes of this Agreement. Upon termination for Disability, the performance of his duties hereunder on a full-time basis. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”), Employee shall continuebe entitled to receive his Base Salarysuch payments and reimbursements as set forthare described in [Section 3(a)] of this Agreement until his employment is terminated pursuant to this [Section 4(e)], provided that payments so made to Employee during the Disability Period shall be reduced by the sum of the amounts, if any, payable to Employee under disability benefit plans of the Company.7.4].

For purposes of this Agreement, “Disability” shall occur in the event Executive is unable to perform the duties and responsibilities contemplated under this Agreement for a period of either # as a result of Employee’s incapacityninety (90) consecutive days or # six months in any 12-month period, in either case due to physical or mental illness, Employee shall have been absent from his duties hereunder for a period of 120 consecutive daysincapacity or a total of 180 days during any 365-day period and is unable to perform the essential duties of the job with or without a reasonable accommodation; and # if within ten (10) days after written notice of termination is given by the Company to Employee (which may occur at or after the end of such period), Employee shall not have returned to the performance of his duties hereunder on a full-time basis.impairment. During any period that EmployeeExecutive fails to perform hisExecutive’s duties hereunder as a result of incapacity or impairment due to physical or mental illness (the “Disability Period”), EmployeeExecutive shall continue to receive his Base Salary as set forth inthe compensation and benefits provided by [Section 3(a)]3] of this Agreement until hisExecutive’s employment hereunder is terminated pursuant to this [Section 4(e)], providedterminated; provided, however, that payments so made to Employeethe amount of base compensation and benefits received by Executive during the Disability Period shall be reduced by the sum of theaggregate amounts, if any, payable to EmployeeExecutive under any disability benefit plansplan or program provided to Executive by the Company in respect of such period to the Company.extent permitted by [Section 409A].

For purposes of this Agreement, a “Disability” shall occur in the event Executive is unable to perform the duties and responsibilities contemplated under this Agreement for a period of either # as a result of Employee’s incapacity90 consecutive days or # six months in any 12-month period due to physical or mental illness, Employee shall have been absent from his duties hereunder for a period of 120 consecutive daysincapacity or a total of 180 days during any 365-day period and is unable to perform the essential duties of the job with or without a reasonable accommodation; and # if within ten (10) days after written notice of termination is given by the Company to Employee (which may occur at or after the end of such period), Employee shall not have returned to the performance of his duties hereunder on a full-time basis.impairment. During any period that EmployeeExecutive fails to perform hisExecutive’s duties hereunder as a result of incapacity or impairment due to physical or mental illness (the “Disability Period”), EmployeeExecutive shall continue to receive his Base Salary as set forth inthe compensation and benefits provided by [Section 3(a)]3] of this Agreement until hisExecutive’s employment hereunder is terminated pursuant to this [Section 4(e)], providedterminated; provided, however, that payments so made to Employeethe amount of base compensation and benefits received by Executive during the Disability Period shall be reduced by the sum of theaggregate amounts, if any, payable to EmployeeExecutive under any disability benefit plansplan or program provided to Executive by the Company in respect of the Company.such period.

Disability. The Company may terminate Employee’s employment hereunder if: # as a result of Employee’s incapacity due to physical or mental illness,In the event that Employee shall have been absent from his duties hereunder for a period of 120 consecutive days or a total of 180 days during any 365-day period and is unable to perform the essential duties of the job with or without a reasonable accommodation; and # if within ten (10) days after written notice of termination is given by the Company to Employee (which may occur at or after the end of such period), Employee shall not have returned to the performance of his duties hereunder on a full-time basis. During any period that Employee failsfully to perform his duties and responsibilities hereunder as a resultto the full extent required by Employer by reason of illness, injury or incapacity due to physicalfor ninety (90) consecutive days, this Agreement may be terminated by Employee or mental illness (the “Disability Period”),Employer; provided, however, that Employee shall continue to receive his Base Salarybe compensated as set forthprovided in [Section 3(a)] of this Agreement during such ninety- (90) day period and until his employment is terminated pursuant totermination under this [Section 4(e)]8], provided that payments so made to Employee during the Disability Periodalso shall be reducedpaid, 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 sumapplicable 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 amounts, if any, payableterms and conditions of such plans. In the event of any dispute under this [Section 8], Employee shall submit to Employee under disability benefit plans of the Company.a physical examination by a licensed physician selected by Employer and reasonably acceptable to Employee.