Death or Disability. Employee’s employment with the Employer shall terminate automatically upon Employee’s death during the Employment Period. If the Employer determines in good faith that the Disability of Employee has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Employee written notice in accordance with [Sections 6(e) and 15] # of this Agreement of its intention to Terminate Employee’s employment. In such event, Employee’s employment with the Employer shall Terminate effective on the 60th day after receipt of such written notice by Employee (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Employee shall not have returned to full-time performance of Employee’s duties. For purposes of this Agreement, “Disability” shall mean that the Employee suffers from a physical or mental disability or infirmity that qualifies him for disability benefits under any accident, health or disability plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inability to perform the essential functions of the Employee’s job for a period of ninety (90) or more days as a result of physical or mental disability or infirmity which is determined to be total and permanent, as reasonably determined by the Employer based upon the opinion of a physician, subject to # the Employer’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts).

Death or Disability. Employee’s employment with the Employer shall terminate automatically upon Employee’s death duringdeath. For purposes of this Agreement, Employee shall be deemed to be disabled if Employee suffers an illness or disability resulting in Employee’s inability to perform the Employment Period.essential functions of Employee’s duties hereunder, with or without reasonable accommodation, for a period of ninety (90) consecutive days. If Employee is unable to perform, due to illness or disability, the Employer determines in good faith thatessential functions of Employee’s position, with or without reasonable accommodation, for a period of ninety (90) consecutive days, then the Disability of Employee has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it mayCompany shall give to Employee written notice in accordance with [Sections 6(e) and 15] # of this Agreement of its intention to Terminateterminate Employee’s employment. In such event, Employee’s employment with the EmployerCompany shall Terminateterminate effective on the 60ththirtieth (30th) day after receipt of such written notice by Employee (the “Disability Effective Date”), provided that, within the 30thirty (30) days after such receipt, Employee shall not have returned to full-full time performance of Employee’s duties. For purposes of this Agreement, “Disability” shall mean that the Employee suffers from a physical or mental disability or infirmity that qualifies him for disability benefits under any accident, health or disability plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inability to perform the essential functions of the Employee’s job for a period of ninety (90) or more days as a result of physical or mental disability or infirmity which is determined to be total and permanent, as reasonably determined by the Employer based upon the opinion of a physician, subject to # the Employer’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts).

Death or Disability. The Employee’s employment with the Employer shallCompany will terminate automaticallyimmediately upon Employee’sthe death during the Employment Period. If the Employer determines in good faith that theor Disability of the Employee has occurred during the Employment Period (pursuant to the definition of(“Death or Disability set forth below), it may give to Employee written notice in accordance with [Sections 6(e) and 15] #Termination”). The term “Disability” for purposes of this Agreement of its intention# shall have the same meaning as is given to Terminatesuch term (or correlative term) in the Employee’s employment. InCompany disability insurance policy or # if there shall be no such event, Employee’s employment withdisability insurance policy in place, the Employer shall Terminate effective on the 60th day after receipt of such written notice by Employee (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Employee shall not have returned to full-time performance of Employee’s duties. Forterm “Disability” for purposes of this Agreement, “Disability”Agreement shall mean thatthe inability of the Employee suffers from a physical or mental disability or infirmity that qualifies him for disability benefits under any accident, health or disability plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inability to perform the essential functions of the Employee’s jobessential duties and responsibilities under this Agreement for a period of ninety (90) consecutive days during any twelve (12) month period by reason of the Employee’s mental or more days asphysical disability, which disability shall be certified in writing by a result of physical or mental disability or infirmity which is determined to be total and permanent, as reasonably determineddoctor approved by the Employer based uponCompany. In such event, the opinion of a physician, subjectEmployee shall be provided six (6) months’ severance pay following termination in continuance according to # the Employer’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts).standard payroll practices.

Termination Upon Death or Disability. Employee’Subject to Section 3.2, Employee’s employment withand the Employer shall terminate automatically upon Employee’Company’s death during the Employment Period. If the Employer determines in good faith that the Disability of Employee has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Employee written notice in accordance with [Sections 6(e) and 15] # ofobligations under this Agreement shall terminate: # automatically, effective immediately and without any notice being necessary, upon Employee’s death; and # in the event of its intentionthe disability of Employee, by the Company giving notice of termination to Terminate Employee’s employment. In such event, Employee’s employment with the Employer shall Terminate effective on the 60th day after receipt of such written notice by Employee (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Employee shall not have returned to full-time performance of Employee’s duties.Employee. For purposes of this Agreement, “Disability” shall mean that“disability” means the Employee suffers frominability of Employee, due to a physical or mental disabilityimpairment, for ninety (90) days (whether or infirmity that qualifies him for disability benefits undernot consecutive) during any accident, health or disability plan maintained by the Employer that provides income replacement benefits dueperiod of three hundred sixty (360) days, to disability or, if the Employer does not maintain such a plan, the Employee’s inability to performperform, with reasonable accommodation, the essential functions of the Employee’s job for a periodwork contemplated by this Agreement. In the event of ninety (90) or more daysany dispute as a result of physical or mental disability or infirmity whichto whether Employee is determined todisabled, the matter shall be total and permanent, as reasonably determined by the Employer based uponCompany’s Board of Directors in consultation with a physician selected by the opinion of a physician,Company’s health or disability insurer or another physician mutually satisfactory to the Company and Employee. Employee shall cooperate with the efforts to make such determination or be subject to #immediate discharge. Any such determination shall be conclusive and binding on the Employer’parties. Any determination of disability under this Section 3.1 is not intended to alter any benefits any party may be entitled to receive under any long-term disability insurance policy carried by either the Company or Employee with respect to Employee, which benefits shall be governed solely by the terms of any such insurance policy. Nothing in this subsection shall be construed as limiting or altering any of Employee’s obligations, and Employee’s rights,rights under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # theState workers compensation laws or State or federal Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts).laws.

Death or Disability. Employee’The Executive’s employment with the Employer shall terminate automatically upon Employee’the Executive’s death during the Employment Period. If the EmployerCompany determines in good faith that the Disability of Employeethe Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Employeethe Executive written notice in accordance with [Sections 6(e) and 15] #Section 15(b) of this Agreement of its intention to Terminate Employee’terminate the Executive's employment. In such event, Employee’the Executive's employment with the EmployerCompany shall Terminateterminate effective on the 60th30th day after receipt of such written notice by Employeethe Executive (the “Disability"Disability Effective Date”Date"), provided that, within the 30 days after such receipt, Employeethe Executive shall not have returned to full-time performance of Employee’the Executive’s duties. For purposes of this Agreement, “Disability”"Disability" shall mean that the Employee suffers from a physical or mental disability or infirmity that qualifies him for disability benefits under any accident, health or disability plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inability to perform the essential functionsabsence of the Employee’Executive from the Executive's jobduties with the Company on a full-time basis for a period of ninety (90) or more180 consecutive business days as a result of incapacity due to mental or physical or mental disability or infirmityillness which is determined to be total and permanent, as reasonably determinedpermanent by a physician selected by the Employer based uponCompany or its insurers and acceptable to the opinion of a physician, subjectExecutive or the Executive's legal representative (such agreement as to # the Employer’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts)acceptability not to be withheld unreasonably).

Death or Disability. Employee’The Executive’s employment with the Employer shall terminate automatically upon Employee’the Executive’s death during the Employment Period. If the EmployerCompany determines in good faith that the Disability of Employeethe Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Employeethe Executive written notice in accordance with [Sections 6(e) and 15] #[Section 14(b)] of this Agreement of its intention to Terminate Employee’terminate the Executive's employment. In such event, Employee’the Executive's employment with the EmployerCompany shall Terminateterminate effective on the 60th30th day after receipt of such written notice by Employeethe Executive (the “Disability"Disability Effective Date”Date"), provided that, within the 30 days after such receipt, Employeethe Executive shall not have returned to full-time performance of Employee’the Executive’s duties. For purposes of this Agreement, “Disability”"Disability" shall mean that the Employee suffers from a physical or mental disability or infirmity that qualifies him for disability benefits under any accident, health or disability plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inability to perform the essential functionsabsence of the Employee’Executive from the Executive's jobduties with the Company on a full-time basis for a period of ninety (90) or more180 consecutive business days as a result of incapacity due to mental or physical or mental disability or infirmityillness which is determined to be total and permanent, as reasonably determinedpermanent by a physician selected by the Employer based uponCompany or its insurers and acceptable to the opinion of a physician, subjectExecutive or the Executive's legal representative (such agreement as to # the Employer’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts)acceptability not to be withheld unreasonably).

Death or Disability. Employee’The Executive’s employment with the Employer shall terminate automatically upon Employee’the Executive’s death during the Employment Period. If the EmployerCompany determines in good faith that the Disability of Employeethe Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Employeethe Executive written notice in accordance with [Sections 6(e) and 15] #Section 12(b) of this Agreement of its intention to Terminate Employee’terminate the Executive’s employment. In such event, Employee’the Executive’s employment with the EmployerCompany shall Terminateterminate effective on the 60th30th day after receipt of such written notice by Employeethe Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Employeethe Executive shall not have returned to full-time performance of Employee’the Executive’s duties. For purposes of this Agreement, “Disability” shall mean that the Employee suffers from a physical or mental disability or infirmity that qualifies him for disability benefits under any accident, health or disability plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inability to perform the essential functionsabsence of the Employee’Executive from the Executive’s jobduties with the Company on a full-time basis for a period of ninety (90) or more180 consecutive business days as a result of incapacity due to mental or physical or mental disability or infirmityillness which is determined to be total and permanent, as reasonably determinedpermanent by a physician selected by the Employer based uponCompany or its insurers and acceptable to the opinion of a physician, subject to #Executive or the Employer’Executive’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts).legal representative.

Death or Disability. Employee’The Executive's employment with the Employer shall terminate automatically upon Employee’the Executive's death during the Employment Period. If the EmployerCompany determines in good faith that the Disability of Employeethe Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Employeethe Executive written notice in accordance with [Sections 6(e) and 15] #Section 12(b) of this Agreement of its intention to Terminate Employee’terminate the Executive's employment. In such event, Employee’the Executive's employment with the EmployerCompany shall Terminateterminate effective on the 60th30th day after receipt of such written notice by Employeethe Executive (the “Disability"Disability Effective Date”Date"), provided that, within the 30 days after such receipt, Employeethe Executive shall not have returned to full-full‑time performance of Employee’the Executive's duties. For purposes of this Agreement, “Disability”"Disability" shall mean that the Employee suffers from a physical or mental disability or infirmity that qualifies him for disability benefits under any accident, health or disability plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inability to perform the essential functionsabsence of the Employee’Executive from the Executive's jobduties with the Company on a full‑time basis for a period of ninety (90) or more180 consecutive business days as a result of incapacity due to mental or physical or mental disability or infirmityillness which is determined to be total and permanent, as reasonably determinedpermanent by a physician selected by the Employer based uponCompany or its insurers and acceptable to the opinion of a physician, subjectExecutive or the Executive's legal representative (such agreement as to # the Employer’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts)acceptability not to be unreasonably withheld, delayed or conditioned).

DeathTermination for Cause, Disability or Disability. Employee’Death. During the term of this Agreement, the Company shall be entitled to terminate the Employee's employment withat any time upon the Employer shall terminate automatically"Disability" of the Employee or for "Cause" upon Employee’s death during the Employment Period. If the Employer determines in good faith that the Disability of Employee has occurred during the Employment Period (pursuantnotice to the definition of Disability set forth below), it may give to Employee written notice in accordance with [Sections 6(e) and 15] # of this Agreement of its intention to Terminate Employee’s employment. In such event, Employee’Employee. The Employee's employment withhereunder shall automatically terminate upon the Employer shall Terminate effective ondeath of the 60th day after receipt of such written notice by Employee (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Employee shall not have returned to full-time performance of Employee’s duties.Employee. For purposes of this Agreement, “Disability”"Disability" shall mean that the Employee suffers from a physical or mental disabilitysickness or infirmity that qualifies himany injury which renders the Employee incapable of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for disability benefits undermore than 4 months during any accident, health or disability plan maintained by12‑month period. In the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inabilityevent Employee shall be able to perform the essential functions of the Employee’Employee's job (with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in section 3 above, for a period of ninety (90) or more daysthree continuous months, any subsequent period of Disability shall be regarded as a resultnew period of physicalDisability for purposes of this

Agreement. The Company and the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or mental disability or infirmity which is determinedwhen a Disability occurred, the matter shall be referred to be total and permanent, as reasonably determineda medical doctor selected by the Employer basedCompany and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the opinion of a physician, subject to # the Employer’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts).parties hereto.

Death or Disability. Employee’The Executive’s employment with the Employer shall terminate automatically upon Employee’s deathif the Executive dies during the Employment Period. If the EmployerCompany determines in good faith that the Disability (as defined below) of Employeethe Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below)Disability), it may give to Employeethe Executive written notice in accordance with [Sections 6(e) and 15] # of this AgreementSection 11(b) of its intention to Terminate Employee’terminate the Executive’s employment. In such event, Employee’the Executive’s employment with the EmployerCompany and/or the Affiliated Entities shall Terminateterminate effective on the 60th30th day after receipt of such written notice by Employeethe Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Employeethe Executive shall not have returned to full-time performance of Employee’the Executive’s duties. For purposes of this Agreement, “Disability” shall mean thatmeans the Employee suffers from a physical or mental disability or infirmity that qualifies him for disability benefits under any accident, health or disability plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Employee’s inability to perform the essential functionsabsence of the Employee’Executive from the Executive’s jobduties with the Company or the Affiliated Entities on a full-time basis for a period of ninety (90) or more180 consecutive business days as a result of incapacity due to mental or physical or mental disability or infirmity whichillness that is determined to be total and permanent, as reasonably determinedpermanent by a physician selected by the Employer based uponCompany or its insurers and acceptable to the opinion of a physician, subjectExecutive or the Executive’s legal representative (such agreement as to # the Employer’s obligations, and Employee’s rights, under # the Americans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the regulations promulgated under the foregoing Acts)acceptability not to be unreasonably withheld).