Disability. The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. The Company may terminate the Executive’Executive’s employment if hethe Executive is disabled and unable to perform the essential functions of the Executive’Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’Executive’s then-then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’Executive’s guardian hasshall have no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’Company’s determination of such issue shall be binding on the Executive. Nothing in this [SectionSection 3(b)]d) shall be construed to waive the Executive’Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. The Company may terminate the Executive’Executive’s employment if hethe Executive is disabled and unable to perform or expected to be unable to perform the essential functions of the Executive’Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’Executive’s then-then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. The Company may terminate the Executive’Executive’s employment if he is disabled and unable to performupon the essential functions of the Executive’Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period.Permanent Disability. If any question shall arise as to whether during any period the Executive is disabledhas a Permanent Disability so as to be unable to perform the essential functions of the Executive’Executive’s then-then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company[[Organization B:Organization]] a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’Company’s determination of such issue shall be binding on the Executive. Nothing in this [SectionSection 3(b)] shall be construed to waive the Executive’Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. The Company may terminate the Executive’s employment upon notice to the Executive if hethe Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” means the Executive is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreementhis position, with or without a reasonable accommodationaccommodation, for a period of 90 consecutive calendar days or 180 non-consecutive calendar days (which need not be consecutive) inwithin any 12-rolling 12 month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabledhas a Disability so as to be unable to perform the essential functions of the Executive’Executive’s then-then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)]herein shall be construed to waive the Executive’Executive’s rights, if any, under existing law including, without limitation,including the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. TheIn the event that, during the term of this Agreement the Executive shall be prevented from performing his essential functions hereunder to the full extent required by the Company may terminateby reason of Disability (as defined below), this Agreement and the Executive’Executive’s employment if he is disabled and unablewith the Company shall automatically terminate. The Company’s obligation to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as tounder such circumstances shall be unable to performthose set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the essential functions ofperformance by the Executive’s then-existing position or positionsExecutive, with or without reasonable accommodation, the Executive may, and at the requestof his essential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determination of the Company shall, submitExecutive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company a certification in reasonable detailand the Executive (or his representative), be final and binding on the parties hereto and be made taking into account such competent medical evidence as shall be presented to such independent physician by athe Executive and/or the Company or by any physician selectedor group of physicians or other competent medical experts employed by the Executive and/or the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how longadvise such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.independent physician.

Disability. TheIn the event that, during the term of this Agreement the Executive shall be prevented from performing his essential functions hereunder to the full extent required by the Company mayby reason of Disability (as defined below), the Board shall be entitled to terminate this Agreement and the Executive’Executive’s employment if he is disabled and unablehereunder. The Company’s obligation to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as tounder such circumstances shall be unable to performthose set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the essential functions ofperformance by the Executive’s then-existing position or positionsExecutive, with or without reasonable accommodation, the Executive may, and at the requestof his essential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determination of the Company shall, submitExecutive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company a certification in reasonable detailand the Executive (or his representative), shall be final and binding on the parties hereto and shall be made taking into account such competent medical evidence as shall be presented to such independent physician by athe Executive and/or the Company or by any physician selectedor group of physicians or other competent medical experts employed by the Executive and/or the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how longadvise such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.independent physician.

Upon Death or Disability. The Executive’s employment shall automatically terminate upon the death of the Executive and may be terminated by the Company may terminateupon the Disability of the Executive. For purposes of this Section 3, the Executive shall be deemed Disabled (and termination of the Executive’s employment shall be deemed to be due to such “Disability”) if he isan independent medical doctor (selected by the Company’s applicable health or disability insurer) certifies that the Executive has, for a cumulative period of more than one hundred twenty (120) days during any 365-day period, been disabled and unablein a manner which seriously interferes with the Executive’s ability to perform the essential functions of the Executive’s then existing position or positions under this Agreementjob even with or withouta reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any periodthe extent required by law. Any refusal by the Executive is disabled so as to submit to a medical examination for the purpose of certifying Disability shall be unabledeemed conclusively to perform the essential functionsconstitute evidence of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.Disability.

Disability. The Company may terminate“Disability” shall mean the Executive’Executive’s employment if he is disabled and unableinability, due to mental or physical incapacity, to perform the essential functions of the Executive’Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positionsjob, with or without reasonable accommodation, for 90 consecutive days or 180 days in any two-year period; provided, however, in the Executive may, and atevent that the requestCompany temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Company shall, submitExecutive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Company a certification in reasonable detail by a physician selectedExecutive's employment shall not be deemed terminated by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall failnot be able to submitresign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such certification, the Company’sa physician and those two physicians shall select a third who shall make such determination in writing. The determination of such issueDisability made in writing to the Company and the Executive shall be binding on the Executive. Nothing infinal and conclusive for all purposes of this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.Agreement.

Death or Disability. The Company may terminate the Executive’Executive’s employment if he is disabled(and this Agreement) shall terminate automatically upon the death of Executive, and unablemay 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 the essential functions of the Executive’s then existing positionhis material duties hereunder due to a physical or positions under this Agreement with or without reasonable accommodationmental incapacity for a period of 180 days (which need not be consecutive)(including weekends and holidays) in any 12-month period. If any question365-day period, with reasonable accommodations if required by applicable state and federal disability laws. To the extent necessary, the existence of a Disability shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detaildetermined by aan 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 whomExecutive (or to his qualified personal representative in the Executiveevent 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 guardian has no reasonable objection as to whetherterms of any applicable benefits plans and agreements between the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall ariseCompany and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. TheUpon the failure of the Executive to render services to the Company for a continuous period of six (6) months or for more than one hundred eighty (180) days within a calendar year because of the Executive’s physical or mental disability or illness (“Disability”), the Company may terminate the Executive’Executive’s employment if he is disabled and unable to performhereunder, provided such termination does not otherwise violate applicable law. If there should be a dispute between the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall ariseparties as to whether during any period the Executive is disabled soExecutive’s physical or mental disability, such dispute shall be settled by the opinion of an impartial reputable physician agreed upon for such purpose by the parties or their representatives. The certificate of such physician as to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certificationmatter in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issuedispute shall be final and binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.parties.

Death or Disability. The Company may terminate the Executive’Executive’s employment if he is disabled(and this Agreement) shall terminate automatically upon the death of Executive, and unablemay 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 the essential functions of the Executive’s then existing positionhis material duties hereunder due to a physical or positions under this Agreement with or without reasonable accommodationmental incapacity for a period of 180 days (which need not be consecutive)(including weekends and holidays) in any 12-month period. If any question365-day period, with reasonable accommodations if required by applicable state and federal disability laws. To the extent necessary, the existence of a Disability shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detaildetermined by aan 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 whomExecutive (or to his qualified personal representative in the Executiveevent 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 guardian has no reasonable objection as to whetherterms of any applicable benefits plans and agreements between the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall ariseCompany and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

Disability. TheUpon the failure of the Executive to render services to the Company for a continuous period of six (6) months or for more than one hundred eighty (180) days within a calendar year because of the Executive’s physical or mental disability or illness (“Disability”), the Company may terminate the Executive’Executive’s employment if he is disabled and unable to performhereunder, provided such termination does not otherwise violate applicable law. If there should be a dispute between the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall ariseparties as to whether during any period the Executive is disabled soExecutive’s physical or mental disability, such dispute shall be settled by the opinion of an impartial reputable physician agreed upon for such purpose by the parties or their representatives. The certificate of such physician as to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certificationmatter in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issuedispute shall be final and binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.parties.

Disability. TheFor purposes of this Agreement, the term “Disability” shall mean any disability, illness, or other incapacity that prevents the Executive from performing services as contemplated by Section 2, for 60 or more consecutive days, or for an aggregate of 90 days in any consecutive 12-month period. In such event, the Company mayshall have the right to terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for aupon 10 days’ prior written notice to the Executive. During the period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any periodsuch disability, illness, or incapacity, # the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the requestobligation of the Company shall, submitto pay Salary to the Company a certification in reasonable detailExecutive pursuant to Section 3 shall be reduced to the extent of any amount received by a physician selectedthe Executive pursuant to any disability insurance policy maintained and paid for by the Company, and # no bonus compensation or other employee benefits shall accrue or be earned or count toward proration. Termination under this Section shall not prejudice any rights of the Executive under disability policies, if any, being maintained by the Company to whomfor the Executive orunder the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposesterms of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.Agreement.

Disability. The Company may terminate the Executive’Executive’s employment if hefor Disability by giving Executive 30 days’ advance notice in writing. For all purposes under this Agreement, “Disability” shall mean that Executive, at the time notice is disabled andgiven, has been unable to substantially perform the essential functions of the Executive’s then existing position or positionsher duties under this Agreement with or without reasonable accommodation for a period of 180 days (which need 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 be consecutive) in any 12-month period. If any question shall arise asdeemed to whether during any periodhave been revoked. No compensation or benefits will be paid or provided to Executive under this Agreement on account of termination for Disability, or for periods following the Executivedate when such a termination of employment is disabled so as to be unable to performeffective. Executive’s rights under the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the requestbenefit plans of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding ondetermined under the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Actprovisions of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.those plans.

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 12(b) of this Agreement of its intention to terminate the Executive’Executive's employment. In such event, the Executive's employment if he is disabled and unablewith 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 perform the essential functionsfull‑time performance of the Executive’Executive's then existing position or positions underduties. For purposes of this Agreement with or without reasonable accommodation for a periodAgreement, "Disability" shall mean the absence of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period 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 disabled so asdetermined to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may,total and at the request of the Company shall, submit to the Company a certification in reasonable detailpermanent by a physician selected by the Company or its insurers and acceptable to whom the Executive or the Executive’Executive's guardian has no reasonable objectionlegal representative (such agreement as to whether the Executive is so disabledacceptability not to be unreasonably withheld, delayed or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.conditioned).

Disability. The Company may terminateFor purposes of this Agreement, a “Disability” shall occur in the Executive’s employment if heevent Executive is disabled and unable to perform the essential functions of the Executive’s then existing position or positionsduties and responsibilities contemplated under this Agreement with or without reasonable accommodation for a period of 180either # 90 consecutive days (which need not be consecutive)or # six months in any 12-month period. If any question shall arise asperiod due to whether duringphysical or mental incapacity or impairment. During any period thethat Executive is disabled so as to be unablefails to perform Executive’s duties hereunder as a result of incapacity or impairment due to physical or mental illness (the “Disability Period”), Executive shall continue to receive the essential functionscompensation and benefits provided by Section 3 of this Agreement until Executive’s employment hereunder is terminated; provided, however, that the Executive’s then-existing positionamount of base compensation and benefits received by Executive during the Disability Period shall be reduced by the aggregate amounts, if any, payable to Executive under any disability benefit plan or positions with or without reasonable accommodation, theprogram provided to Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determinationrespect of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.period.

Disability. TheDisability of Executive. If Executive shall have been absent from the full-time performance of Executive’s duties with Company may terminatefor 180 business days during any twelve-month period as a result of Executive’s incapacity due to accident, physical or mental illness, or other circumstance which renders him mentally or physically incapable of performing the duties and services required of him hereunder on a full-time basis as determined by Executive’s physician (“Disability”), Executive’s employment if hemay be terminated by Company for Disability. If Executive’s employment is disabledterminated for Disability, in addition to accrued but unpaid Base Compensation and unable to performpayment for the essential functionsvalue of any accrued, unused paid time off then-existing as of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a periodDate of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. TheTermination, Executive shall cooperate with any reasonable request ofbe eligible to receive the physicianWithout Cause Separation Package defined in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.Section 5(d)(i).

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 14(b)] of this Agreement of its intention to terminate the Executive’Executive's employment. In such event, the Executive's employment if he is disabled and unablewith 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 perform the essential functionsfull-time performance of the Executive’Executive’s then existing position or positions underduties. For purposes of this Agreement with or without reasonable accommodation for a periodAgreement, "Disability" shall mean the absence of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period 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 disabled so asdetermined to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may,total and at the request of the Company shall, submit to the Company a certification in reasonable detailpermanent by a physician selected by the Company or its insurers and acceptable to whom the Executive or the Executive’Executive's guardian has no reasonable objectionlegal representative (such agreement as to whether the Executive is so disabled or how long such disability is expectedacceptability not to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.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 12(b) of this Agreement of its intention to terminate the Executive’Executive’s employment. In such event, the Executive’s employment if he is disabled and unablewith 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 perform the essential functionsfull-time performance of the Executive’Executive’s then existing position or positions underduties. For purposes of this Agreement with or without reasonable accommodation for a periodAgreement, “Disability” shall mean the absence of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period 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 disabled so asdetermined to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may,total and at the request of the Company shall, submit to the Company a certification in reasonable detailpermanent by a physician selected by the Company or its insurers and acceptable to whom the Executive or the Executive’Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.legal representative.

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’Executive's employment. In such event, the Executive's employment if he is disabled and unablewith 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 perform the essential functionsfull-time performance of the Executive’Executive’s then existing position or positions underduties. For purposes of this Agreement with or without reasonable accommodation for a periodAgreement, "Disability" shall mean the absence of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period 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 disabled so asdetermined to be unable to perform the essential functions of the Executive’s then-existing position or positions with or without reasonable accommodation, the Executive may,total and at the request of the Company shall, submit to the Company a certification in reasonable detailpermanent by a physician selected by the Company or its insurers and acceptable to whom the Executive or the Executive’Executive's guardian has no reasonable objectionlegal representative (such agreement as to whether the Executive is so disabled or how long such disability is expectedacceptability not to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this [Section 3(b)] shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.withheld unreasonably).