Termination Due to Death or Disability. This Agreement will automatically terminate in the event of the Executive’s death or Disability (as hereafter defined).

Termination by Reason of Death or Disability. Executive's employment hereunder will terminate immediately upon the death of Executive. The Company may terminate this Agreement upon written notice to Executive if Executive suffers any physical or mental impairment or incapacity that results in Executive being unable to perform Executive's essential duties, responsibilities, and the functions of Executive's position with the Company for periods aggregating one-twenty (120) days ("Disability").

Executive’s employment hereunder shall terminate automatically upon Executive’s death during the Employment Term, and the Company or Executive may terminate Executive’s employment on account of Executive’s Disability.

Termination Due to Death or Incapacity. If the Executive’s employment is terminated by reason of the Executive’s death or Incapacity (as defined below), this Agreement shall terminate automatically on the date of death or the date of determination by the Board that the Incapacity of the Executive has occurred, as the case may be. “Incapacity” means any physical or mental illness or disability of 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 his duties.

Termination Due to Death or Incapacity. If the Executive’s employment is terminated by reason of the Executive’s death or incapacity, this Agreement shall terminate automatically on the date of death or the date of determination by the Board that the incapacity of the Executive has occurred, as the case may be. “Incapacity” means any physical or mental illness or disability of 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 his duties.

Death or Disability. Executive’s employment (and this Agreement) shall terminate automatically upon the death 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 and reasonably acceptable to Company. In the event of termination of Executive’s employment due to death or Disability, the Company shall pay to Executive (or to his qualified personal representative in the event 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.

Termination Due to Death. This Agreement shall terminate automatically upon Executive's death, in which event Executive's estate or his beneficiaries, as the case may be, shall be entitled to, and their sole remedies under this Agreement shall be: