Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with [Section 15(b)] of this Agreement of its intention to terminate the 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 total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with [Section 15(14(b)] of this Agreement of its intention to terminate the 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 total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive’Executive's employment shall terminate automatically upon the Executive’Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with [Section 15(12(b)] of this Agreement of its intention to terminate the 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-full‑time performance of the Executive’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-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 its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably)unreasonably withheld, delayed or conditioned).

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with [Section 15(12(b)] of this Agreement of its intention to terminate the Executive'Executive’s employment. In such event, the Executive'Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability“Disability Effective Date"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"“Disability” shall mean the absence of the Executive from the Executive'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 its insurers and acceptable to the Executive or the Executive'Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).representative.

Death or Disability. The Executive’s employment shall terminate automatically uponif the Executive’s deathExecutive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below)Disability), it may give to the Executive written notice in accordance with [Section 15(11(b)] of this Agreement of its intention to terminate the Executive'Executive’s employment. In such event, the Executive'Executive’s employment with the Company and/or the Affiliated Entities shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability“Disability Effective Date"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“Disability” means the absence of the Executive from the Executive'Executive’s duties with the Company or the Affiliated Entities on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness whichthat is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive'Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably)unreasonably withheld).

Death or Disability. The Executive’s employment (and this Agreement) shall terminate automatically upon the Executive’s death during the Employment Period. Ifof Executive, and may be terminated by the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executiveupon written notice in accordance with [Section 15(b)]to Executive of termination of his employment due to Disability (which shall also constitute a termination of this Agreement of its intention to terminate the 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"Agreement). As used herein, “Disability” shall mean the absenceinability of the Executive from the Executive'sto perform his material duties with the Company onhereunder due to a full-time basisphysical or mental incapacity for 180 consecutive business days as(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 result of incapacity due to mental or physical illness which isDisability shall be determined to be total and permanent by aan independent physician selected by the Company or its insurersExecutive 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 Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).terms of any applicable benefits plans and agreements between the Company and the Executive.

Death, Retirement or Disability. The Executive’s employment and the Employment Period shall terminate automatically upon the Executive’s death during the Employment Period.or Retirement. For purposes of this Agreement, “Retirement” shall mean Executive’s voluntary resignation of employment on or after attaining age fifty-five (55) with at least ten (10) years of service. If the CompanyCommittee determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below)in this § 7(a)), itthe Company may give to the Executive 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'Executive’s employment with the Company shall terminate effective on the 30ththirtieth (30th) day after receipt of such written notice by the Executive (the "Disability“Disability Effective Date"Date”), provided that, within the 30thirty (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"“Disability” shall mean the absenceinability of Executive, as determined by the Executive fromCommittee, to substantially perform the Executive'sessential functions of his regular duties and responsibilities with the Company on a full-time basis for 180 consecutive business days as a result of incapacityor without reasonable accommodation, due to a medically determinable physical or mental illness or physical illnessother disability which is determinedhas lasted (or can reasonably be expected to be total and permanent bylast) for a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).substantially continuous period of at least six (6) consecutive months.

Upon Death or Disability. The Executive’Executive’s employment shall automatically terminate automatically upon the Executive’s death duringof the Employment Period. IfExecutive and may be terminated by the Company determines in good faith thatupon the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with [Section 15(b)] of this Agreement of its intention to terminate the 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.Executive. For purposes of this Agreement, "Disability"[Section 3], the Executive shall mean the absencebe deemed Disabled (and termination of the Executive’s employment shall be deemed to be due to such “Disability”) if an independent medical doctor (selected by the Company’s applicable health or disability insurer) certifies that the Executive from the Executive's dutieshas, for a cumulative period of more than one hundred twenty (120) days during any 365-day period, been disabled in a manner which seriously interferes with the Company onExecutive’s ability to perform the essential functions of Executive’s job even with a full-time basis for 180 consecutive business days as a result of incapacity duereasonable accommodation to mental or physical illness which is determined to be total and permanentthe extent required by a physician selectedlaw. Any refusal by the Company or its insurers and acceptableExecutive to submit to a medical examination for the Executive orpurpose of certifying Disability shall be deemed conclusively to constitute evidence of the Executive'Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).Disability.

Termination by Reason of Death or Disability. The Executive’Executive's employment shallhereunder will terminate automaticallyimmediately upon the Executive’s death during the Employment Period. If theof Executive. The Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executiveterminate this Agreement upon written notice to Executive if Executive suffers any physical or mental impairment or incapacity that results in accordance with [Section 15(b)] of this Agreement of its intentionExecutive being unable to terminate theperform Executive's employment. In such event,essential duties, responsibilities, and the functions of Executive's employmentposition 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 30for periods aggregating one-twenty (120) 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 total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably)("Disability").

#Termination for Death or Disability. TheIf Executive’s employment shall terminate automatically upon the Executive’sis terminated due to death during the Employment Period. Ifor permanent disability where the Company determinesmakes a determination in good faith that the Disability of the Executive has occurred during the Employment Period (pursuantthat, due to the definition of Disability set forth below), it may give to the Executive written notice in accordance with [Section 15(b)] of this Agreement of its intention to terminate the 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 determinedincapacity, Executive has been unable to be total and permanent byperform his duties under this Agreement for a physician selected byperiod of not less than three (3) consecutive months or 90 days in the Company or its insurers and acceptable toaggregate in any 12-month period, Executive shall receive the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).following: