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.

Death or Disability. The Executive’s employment (and this Agreement) shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of Executive, andthe Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may be terminatedgive to the Executive written notice in accordance with [Section 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 Company upon written noticeExecutive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to Executivefull-time performance of termination of his employment due to Disability (which shall also constitute a terminationthe Executive’s duties. For purposes of this Agreement). As used herein,Agreement, “Disability” shall mean the inabilityabsence of the Executive to perform his materialfrom the Executive’s duties hereunderwith the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to amental or physical or mental incapacity for 180 days (including weekendsillness which is determined to be total and holidays) in any 365-day period, with reasonable accommodations if requiredpermanent 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 ExecutiveCompany or its insurers and reasonably acceptable to Company. In the event of termination ofExecutive or the 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.legal representative.

Death or Disability. The Executive’s employment (and this Agreement) shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of Executive, andthe Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may be terminatedgive to the Executive written notice in accordance with [Section 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 Company upon written noticeExecutive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to Executivefull-time performance of termination of his employment due to Disability (which shall also constitute a terminationthe Executive’s duties. For purposes of this Agreement). As used herein, “Disability”Agreement, "Disability" shall mean the inabilityabsence of the Executive to perform his materialfrom the Executive's duties hereunderwith the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to amental or physical or mental incapacity for 180 days (including weekendsillness which is determined to be total and holidays) in any 365-day period, with reasonable accommodations if requiredpermanent 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 ExecutiveCompany or its insurers and reasonably acceptable to Company. In the event of termination of Executive’Executive or the Executive's employment duelegal representative (such agreement as to death or Disability, the Company shall payacceptability not 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.be withheld unreasonably).

Death or Disability. The Executive’s employment (and this Agreement) shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of Executive, andthe Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may be terminatedgive 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 Company upon written noticeExecutive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to Executivefull-time performance of termination of his employment due to Disability (which shall also constitute a terminationthe Executive’s duties. For purposes of this Agreement). As used herein, “Disability”Agreement, "Disability" shall mean the inabilityabsence of the Executive to perform his materialfrom the Executive's duties hereunderwith the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to amental or physical or mental incapacity for 180 days (including weekendsillness which is determined to be total and holidays) in any 365-day period, with reasonable accommodations if requiredpermanent 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 ExecutiveCompany or its insurers and reasonably acceptable to Company. In the event of termination of Executive’Executive or the Executive's employment duelegal representative (such agreement as to death or Disability, the Company shall payacceptability not 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.be withheld unreasonably).

Death or Disability. Executive’The Executive's employment (and this Agreement) shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of Executive, andthe Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may be terminatedgive to the Executive written notice in accordance with [Section 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 Company upon written noticeExecutive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to Executivefull‑time performance of termination of his employment due to Disability (which shall also constitute a terminationthe Executive's duties. For purposes of this Agreement). As used herein, “Disability”Agreement, "Disability" shall mean the inabilityabsence of the Executive to perform his materialfrom the Executive's duties hereunderwith the Company on a full‑time basis for 180 consecutive business days as a result of incapacity due to amental or physical or mental incapacity for 180 days (including weekendsillness which is determined to be total and holidays) in any 365-day period, with reasonable accommodations if requiredpermanent 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 ExecutiveCompany or its insurers and reasonably acceptable to Company. In the event of termination of Executive’Executive or the Executive's employment duelegal representative (such agreement as to deathacceptability not to be unreasonably withheld, delayed 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.conditioned).

Death or Disability. The Executive’s employment (and this Agreement) shall terminate automatically uponif the deathExecutive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of Executive, andthe Executive has occurred during the Employment Period (pursuant to the definition of Disability), it may be terminatedgive to the Executive written notice in accordance with [Section 11(b)] of its intention to terminate the Executive’s employment. In such event, the 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 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. “Disability” means the absence of the Executive from the Executive’s duties with the Company upon written notice to Executiveor the Affiliated Entities on a full-time basis for 180 consecutive business days as a result of termination of his employmentincapacity due to Disability (which shall also constitutemental or physical illness that is determined to be total and permanent by 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 ExecutiveCompany or its insurers and reasonably acceptable to Company. In the event of termination ofExecutive or the Executive’s employment duelegal representative (such agreement as to death or Disability, the Company shall payacceptability not 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.be unreasonably withheld).

Termination by Reason of Death or Disability. Executive’Executive's employment (and this Agreement) shallhereunder will terminate automaticallyimmediately upon the death of Executive, andExecutive. The Company may be terminated by the Companyterminate this Agreement 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 ofif Executive to perform his material duties hereunder due to asuffers any physical or mental impairment or incapacity for 180 days (including weekendsthat results in Executive being unable to perform Executive's essential duties, responsibilities, and holidays) in any 365-day period,the functions of Executive's position 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.for periods aggregating one-twenty (120) days ("Disability").

Upon Death or Disability. Executive’The Executive’s employment (and this Agreement) shall automatically terminate automatically upon the death of Executive,the Executive and may be terminated by the Company upon written notice tothe Disability of the Executive. For purposes of this [Section 3], the Executive ofshall be deemed Disabled (and termination of histhe Executive’s employment shall be deemed to be due to Disability (which shall also constitutesuch “Disability”) if an independent medical doctor (selected by the Company’s applicable health or disability insurer) certifies that the Executive has, for a terminationcumulative period 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 180more than one hundred twenty (120) days (including weekends and holidays) induring any 365-day period, been disabled in a manner which seriously interferes with the Executive’s ability to perform the essential functions of Executive’s job even with a reasonable accommodations ifaccommodation to the extent required by applicable state and federal disability laws. Tolaw. Any refusal by the extent necessary,Executive to submit to a medical examination for the existencepurpose of acertifying Disability shall be determined by an independent physician selected bydeemed conclusively to constitute evidence of the Executive and reasonably acceptable to Company. In the event of termination of Executive’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.Disability.

Death, Retirement or Disability. Executive’s employment (and this Agreement)and the Employment Period shall terminate automatically upon Executive’s death 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 deathCommittee determines in good faith that the Disability of Executive, and may be terminated byExecutive has occurred (pursuant to the definition of Disability set forth in this § 7(a)), the Company uponmay give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the thirty (30) days after such receipt, Executive shall not have returned to full-time performance of termination of his employment due to Disability (which shall also constitute a terminationExecutive’s duties. For purposes of this Agreement). As used herein,Agreement, “Disability” shall mean the inability of ExecutiveExecutive, as determined by the Committee, to substantially perform the essential functions of his materialregular duties hereunderand responsibilities with or without reasonable accommodation, due to a medically determinable physical or mental incapacityillness or other disability which has lasted (or can reasonably be expected to last) 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 existencea substantially continuous period 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.at least six (6) consecutive months.

Disability. The Company may terminate Executive’s employment (andfor Disability by giving Executive 30 days’ advance notice in writing. For all purposes under this Agreement)Agreement, “Disability” shall terminatemean that Executive, at the time notice is given, has been unable to substantially perform 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 upon the death of Executive, and may be terminated by the Company upon written noticedeemed to have been revoked. No compensation or benefits will be paid or provided to Executive under this Agreement on account of termination of his employment due to Disability (which shall also constitutefor Disability, or for periods following the date when such a termination of this Agreement). As used herein, “Disability” shall meanemployment is effective. Executive’s rights under the inabilitybenefit plans 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 DisabilityCompany shall be determined by an independent physician selected byunder the Executive and reasonably acceptable to Company. In the eventprovisions 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.those plans.