Death and Disability. In the event of the Executive’s death during the Term of Employment, this Agreement shall terminate immediately. If, during the Term of Employment, the Executive shall suffer a “Disability” within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, the Company may terminate the Executive’s employment. [Section 22(e)(3)] provides, in relevant part: “An individual is permanently and totally disabled if he is unable [[Organization A:Organization]] engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected [[Organization A:Organization]] result in death or which has lasted or can be expected [[Organization A:Organization]] last for a continuous period of not less than 12 months.” In the event the Executive is terminated due [[Organization A:Organization]] death or Disability, the Executive shall be eligible [[Organization A:Organization]] receive the separation benefits set forth in Section 8(b) below.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period and the Company may terminate the Executive’s employment for Disability. For purposes of this Agreement, “Disability” means that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months.

Termination by Death or Disability. Subject to Section 3.2, below, Executive’s employment and the Company’s obligations under this Agreement shall terminate automatically, effective immediately and without any notice being necessary, upon Executive’s death or a determination of Disability of Executive. For purposes of this Agreement, “Disability” means the Executive: # is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or # has been, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company. A determination of Disability shall be made by the Company, which may, at its sole discretion, consult with a physician or physicians satisfactory to the Company, and Executive shall cooperate with any efforts to make such determination. Any such determination shall be conclusive and binding on the parties. Any determination of Disability under this Section 3.1(d) is not intended to alter any benefits any party may be entitled to receive under any disability insurance policy carried by either the Company or Executive with respect to Executive, which benefits shall be governed solely by the terms of any such insurance policy.

Death or Disability. The Executive’s employment hereunder shall terminate automatically as of the date of his death, and the Company may at any time at its option, exercised by notice to the Executive, terminate his employment for “disability” (as hereinafter defined). In the event of termination for death or disability, the Company, subject to the provisions of [Section 4.1], shall have no further obligations or liabilities to the Executive hereunder. For purposes of this Agreement, the term “disability” means any physical or mental illness, disability or incapacity which, in the good faith determination of the Board, prevents the Executive from performing the essential functions of his position hereunder for a period of not less than ninety consecutive days (or for shorter periods totaling not less than one hundred and twenty days) during any period of twelve consecutive months.

Death or Disability. The Executive’s employment hereunder shall terminate upon the Executive’s death or involuntary termination of employment by the Company on account of his Disability (as defined below), subject to the requirements of applicable law. If the Executive’s employment terminates due to death or involuntary termination by the Company on account of the Executive’s Disability, no payments shall be due under this Agreement, except that the Executive (or in the event of the Executive’s death, the Executive’s executor, legal representative, administrator or designated beneficiary, as applicable), shall be entitled to receive any amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company. For purposes of this Agreement, the term “Disability” shall mean such physical or mental illness or incapacity of the Executive as shall # prevent him from substantially performing his customary services and duties to the Company, and # continue for periods aggregating more than sixty (60) days in any six (6)-month period. The Company shall determine whether there is a Disability after consultation with a qualified, independent physician. The Executive shall cooperate with the Company, including making himself reasonably available for examination by physicians at the Company’s request, to determine whether or not he has incurred a Disability. The Executive’s failure (other than a failure caused by the Disability) to cooperate with the Company in a determination of Disability shall be treated as the Executive’s voluntary resignation from the Company without Good Reason.

Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. The Company may terminate Executive’s employment if Executive # is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of not less than 12 months, or # is, by reason of any medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of not less than 12 months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company (“Disability”). Any questions as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent medical practitioner mutually acceptable to Executive and the Company. If Executive’s employment is terminated under this Section 4(a) due to Executive’s death or Disability, the Company shall pay to Executive (or Executive’s estate) the Accrued Benefits pursuant to Section 4(g) below.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Disability during the Term. For purposes of this Agreement, “Disability” shall mean that the Executive cannot substantially perform any of his or her job duties by reason of any medically determinable physical or mental impairment for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days; provided, however, that the determination of whether an individual has a Disability shall be determined under procedures established by the Board, and the Board may rely on any determination that Executive is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any affiliate in which Executive participates.

Death or Disability. In the event the Executive dies, this Agreement shall terminate. If the Executive becomes entitled to long-term disability benefits under the Company’s then-current disability insurance policy(ies) applicable to the Executive, the Company may, at its option, terminate the Executive’s employment hereunder effective immediately upon written notice. If the Company does not have in effect disability insurance covering the Executive and/or if “disabled” is not defined therein, the Executive shall be deemed disabled hereunder at such time that he or she suffers a physical or mental disability that renders him or her unable to perform the duties of his or her employment on substantially a full-time basis, and such period of physical or mental disability continues without substantial interruption for more than one hundred eighty (180) days.

Death or Disability. Executive’s employment under this Agreement shall terminate automatically upon Executive’s death or Disability. For purposes of this Agreement, Executive shall be deemed to be terminated due to “Disability” only if Executive shall be considered to be permanently and totally disabled in accordance with how this condition would be determined under the Company’s disability plan, if any, for a period of 90 consecutive days or more. If there should be a dispute between the Company and Executive as to Executive’s Disability for purposes of this Agreement, the question shall be settled by the written opinion of an impartial reputable physician agreed upon by the parties or their representatives within 30 days after the date of the notice of termination due to Disability. The parties agree to be bound by the final decision of such physician.

Death or Disability. The Executive’s employment will terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that a Disability of the Executive has occurred during the Employment Period, it may terminate the Executive’s employment. For purposes of this Agreement, “Disability” means the Executive’s inability to perform the essential functions of his/her position with the Company on a full time basis for one hundred eighty (180) consecutive days or a total of at least two hundred forty (240) days in any twelve (12) month period as a result of the Executive’s incapacity due to physical or mental illness (as determined by an independent physician selected by the Board of Directors of the Company (sometimes referred to herein as the “Board”)).

Death or Disability. The Executive’s employment and the Employment Period shall terminate automatically upon the Executive’s death or Disability during the Employment Period. For purposes of this Agreement, “Disability” means a physical or mental disability that prevents the Executive from performing her essential job functions, with or without reasonable accommodation, lasting for a period of eighteen (18) consecutive weeks or for a period of twenty-four (24) weeks in any twelve-month period.