Common use of Death or Disability Clause in Contracts

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's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below"Disability"), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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(b11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below“Disability”), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’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 that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below“Disability”), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’s duties with the Company or the Bank (as applicable) on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b12(c) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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 “Disability” set forth below), it may give to the Executive written notice in accordance with Section 12(b13(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Protected Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Protected 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's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b12(c) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b13(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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 "Disability" set forth below), it may give to the Executive written notice in accordance with Section 12(b13(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b13(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b13(c) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity the Executive’s inability to engage in any substantial gainful activity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative. Executive agrees to cooperate with the Company and the selected physician so that such determination can be made.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Effective Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Effective Period (pursuant to the definition of Disability as set forth below), it may give to the Executive written notice in accordance with Section 12(b11(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 thirtieth (30th) day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 one hundred and eighty (180) consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably.)

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, that within the 30 days after such receipt, receipt the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 12(b15(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-full- time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below"Disability"), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided PROVIDED that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’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 that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 12(b14(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), ; provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’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 that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment PeriodTerm. 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)) of the Executive has occurred during the Term, it may give to the Executive written notice in accordance with Section 12(b) Article VII of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 thirty days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’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 illness, which is determined to be a disability pursuant to the Company’s then existing long term disability plan or, in the absence of such a plan, a disability determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 12(b11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred occurs during the Employment Period (pursuant to the definition of Disability set forth below), it the Company may give to the Executive written notice in accordance with Section 12(b12(c) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred occurs during the Employment Period (pursuant to the definition of Disability set forth below), it the Company may give to the Executive written notice in accordance with Section 12(b12(c) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below)Period, it may give to the Executive written notice in accordance with Section 12(b15(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b15(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective DateDISABILITY EFFECTIVE DATE"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "DisabilityDISABILITY" shall mean the absence of the Executive from the Executive's full-time duties with the Company on a full-time basis for 180 consecutive business calendar days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate ------------------- automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below)Period, it may give to provide the Executive with written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment with the Employer shall terminate automatically upon the Executive's ’s death during the Employment Period. If the Company Employer 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)Period, it may give to the Executive written notice in accordance with Section 12(bSections 6(f) and 14(i) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company Employer shall terminate effective on the 30th 45th day after receipt of such written 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 ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence inability of the Executive from the to perform Executive's ’s duties with the Company Employer on a full-time basis for 180 consecutive business days in any one-year period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeinjury.

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's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment PeriodTerm. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period Term (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b15(b) of this Agreement hereof of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.. (b)

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Period. If the Company Board 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 provide Executive with written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company CapStar and its Affiliates shall terminate effective on the 30th thirtieth (30th) day after Executive’s receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time full‑time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company CapStar and its Affiliates on a full-time full‑time basis for 180 ninety (90) consecutive business days, or for one hundred twenty (120) days (which need not be consecutive) within a one-year period, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeillness.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time full‑time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time full‑time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 12(b11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death if during the Change of Control Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Change of Control Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b13(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company Board determines in good faith that the Disability "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(b10(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's inability to perform his full duties with the Company on a full-time basis for 180 consecutive business calendar days in any twelve month period as a result of incapacity due to mental or physical illness which is determined illness. In the event of a dispute under this Section 4(a), the Executive shall submit to be total and permanent an examination by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's legal representative, and the determination of such physician shall be determinative.

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's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be unreasonably withheld, delayed or conditioned).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Protected Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Protected 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's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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(b9(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence Executive's long-term disability for purposes of any reasonable occupation as determined under the Executive from Company's disability plan that is applicable to the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below“Disability”), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’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 that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-full- time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.. (b)

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(b15(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 120 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred occurs during the Employment Period (pursuant to the definition of Disability set forth below), it the Company may give to the Executive written notice in accordance with Section 12(b13(c) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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 provide the Executive with written notice in accordance with Section 12(b8(c) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after the Executive’s 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 ’s duties. For purposes of this Agreement, "“Disability" ” shall mean a condition that has resulted, or is reasonably expected to result, in the absence of the Executive from the Executive's ’s duties with the Company on for 60 days within a full365-time basis for 180 consecutive business days day period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeillness.

Death or Disability. The Executive's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below“Disability”), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’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 that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representativerepresentative (such agreement as to acceptability not to be unreasonably withheld).

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 provide to the Executive written notice in accordance with Section 12(b11 (b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after the receipt of such receiptnotice, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness illness, which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below"Disability"), it may give to the Executive written notice in accordance with Section 12(b10(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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(b10(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 30 days after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, that within the 30 days 30-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death if Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability “Disability” set forth below), it may give to the Executive written notice in accordance with Section 12(b14(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 90 consecutive business days, or 90 business days during any period of 120 consecutive business days, as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representativerepresentative (such agreement as to acceptability not to be unreasonably withheld).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b14(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth belowDisability), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’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 ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’s duties with the Company or the Affiliated Entities on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representativerepresentative (such agreement as to acceptability not to be unreasonably withheld).

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's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b10(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 30 days after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, that within the 30 days 30-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business calendar days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment PeriodTerm. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period Term (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b11(a) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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 (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below)Period, it may give to the Executive written notice in accordance with Section 12(b15(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred and has continued for a period of 180 consecutive days 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's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, a "Disability" shall mean occur when a physician confirms, because of sickness or injury, that the absence Executive cannot perform each of the Executive from the Executive's material duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental his or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeher regular occupation.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b14(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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)Period, it may give to provide the Executive with written notice in accordance with Section 12(b10(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day thirty (30) days after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, that within the 30 days thirty (30)-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this AgreementIn addition, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by if a physician selected by the Company or its insurers and acceptable to Executive determines that the Disability of the Executive has occurred, the Executive (or his representative) may provide the Company with written notice in accordance with Section 10(b) of this Agreement of the Executive's legal representative’s intention to terminate his employment. In such event, the Disability Effective Date shall be thirty (30) days after receipt of such notice by the Company.

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(b10(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 consecutive business days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its their insurers and acceptable to the Executive or the Executive's 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 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time full‑time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time full‑time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be unreasonably withheld, delayed or conditioned).

Death or Disability. The Executive's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below“Disability”), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided thatprovided, that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’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 that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Change of Control Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Change of Control Period (pursuant to the definition of Disability set forth below“Disability”), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" shall mean ” means the absence of the Executive from the Executive's ’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 that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 occurs during the Employment Period (pursuant to the definition of Disability set forth below), it the Company may give to the Executive written notice notice, in accordance with Section 12(b10(b) of this Agreement 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 60th day after receipt of such notice by the Executive (the "Disability Effective Date"), ; provided that, within the 30 60 days after such receipt, the Executive shall not have returned to full-substantially full time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the performance of the Executive's duties with the Company on a full-full time basis for an aggregate of 120 out of any 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a an independent physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's 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 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Period. If the Company determines in good faith that the any 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 10.2, of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th thirtieth (30th) day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "the term “Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 one hundred twenty (120) consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent certified by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 12(b13(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "“Disability" ” shall mean the absence Executive is unable to engage in any substantial gainful activity by reason of the Executive from the Executive's duties with the Company on any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a full-time basis for 180 consecutive business days continuous period of not less than 12 months as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company or Parent 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(b10(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time full‑time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time full‑time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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 provide the Executive with written notice in accordance with Section 12(b12(g) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), ; provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties; and provided, further, that a Disability shall be determined to exist as provided hereinafter. For purposes of this Agreement, "“Disability" ” shall mean the absence inability of the Executive from to perform the Executive's ’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 illness, which is inability exists for 180 days during any rolling 12-month period, as determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b10(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate terminated automatically upon the Executive's ’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's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or of its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Effective Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Effective Period (pursuant to the definition of Disability as set forth below), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th thirtieth (30th) day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 one hundred and eighty (180) consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b10(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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(b15(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below"Disability"), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b13(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company and its affiliated companies 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 ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company or its affiliated companies on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 "Disability" set forth below), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred occurs during the Employment Period (pursuant to the definition of Disability set forth below), it the Company may give to the Executive written notice notice, in accordance with Section 12(b10(b) of this Agreement Agreement, of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th 60th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), ; provided that, within the 30 60 days after such receipt, the Executive shall not have returned to full-substantially full time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the performance of the Executive's ’s duties with the Company on a full-full time basis for an aggregate of 120 out of any 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a an independent physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b10(b) of this Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-—time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-—time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 any 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 10.2, 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 thirtieth (30th) day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, the term "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent certified by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The ------------------------- ------------------- Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below"Disability"), it may give to the Executive written notice in accordance with Section 12(b11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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 the Company shall give to the Executive no less than thirty (30) days written notice in accordance with Section 12(b11(b) of this Agreement hereof of its intention to terminate the Executive's employmentemployment based upon Disability, and in the event Executive shall within such 30 day period become able to perform his duties and obligations under this Agreement, then Executive's employment shall not be terminated. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's inability to perform his duties with the Company on and obligations hereunder for a full-time basis for 180 period of 120 consecutive business days as a result of incapacity or any 120 days in any twelve month period due to mental or physical illness which is incapacity as determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness or injury which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.. (b)

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(b11(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 30 days after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, that within the 30 days 30-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s 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 12(b10(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company Merger Sub 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(b11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company Merger Sub shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company Merger Sub on a full-time basis for 180 consecutive business days during any consecutive twelve month period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company Merger Sub or its insurers and acceptable to the Executive or the Executive's 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 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-full- time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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(b10(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 30 days after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, that within the 30 days 30-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business calendar days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 120 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativerepresentative (such agreement as to acceptability not to be unreasonably withheld).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment PeriodTerm. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period Term (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 Appendix I and the Employment Letter of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this AgreementAppendix I and the Employment Letter, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 90 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’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(b9(b) of this Agreement hereof of its intention to terminate the Executive's ’s employment. In such event, the Executive's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 180 consecutive 90 business days within a one-year period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.