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 Term of this Termination Agreement. If the Company determines in good faith that the Disability of the Executive has occurred during the Term of this Termination Agreement, it may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Company shall terminate effective on the 30th thirtieth day after receipt of such notice by the Executive (the "Disability Effective Commencement Date"), provided that, within the thirty (30) days 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 have the meaning set forth in the Company's long-term disability plan.

Death or Disability. The Executive's employment shall terminate automatically upon In the event of the Executive's ’s death during the Term of this Termination Agreement. If Employment Period, the Executive’s employment with the Company determines in good faith that shall terminate automatically. In addition, the Disability of Company shall have the Executive has occurred during the Term of this Termination Agreement, it may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement of its intention right to terminate the Executive's employment. In such event, ’s employment because of the Executive's Date ’s Disability (as defined in the Company’s Long Term Disability Benefit Plan) during the Employment Period. A termination of Termination is the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th 5th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the thirty (30) days after such receipt, unless the Executive shall not have returned returns to full-time performance of the Executive's duties’s duties before the Disability Effective Date.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the a Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(dsection 11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d8(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 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 Executive’s long-term disability for purposes of any reasonable occupation as determined under the Company’s disability plan that is applicable to the Executive.

Death or Disability. The Executive's employment shall terminate ------------------- automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period or Change in Control Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period or Change in Control Employment Period, it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementTerm. If the Company Firm determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementTerm, it may give to the Executive written notice in accordance with Section 13(d16(c) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’s employment with the Firm shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If Additionally, if the Company Employer determines in good faith that the Disability of the Executive has occurred during the Term of this Termination Agreementincurred a Disability, it may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Employer shall terminate effective on the 30th later of (i) the date in the notice, (ii) the day after receipt of such notice by the Executive Executive, or (iii) the date the Disability has been considered to occur (the "Disability Effective Date"), provided that, within the thirty (30) days after prior to such receiptdate, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 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 have the meaning ascribed under the Company’s long term disability plan.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to provide the Executive with written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) days -day period after such receipt, the Executive shall not have returned to full-full time performance of the Executive's ’s duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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 Executive's long-term disability for purposes of any reasonable occupation as determined under the Company's disability plan that is applicable to the Executive.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines that the permanent disability of the Executive, as determined in good faith that by the Disability of the Executive Board (“Disability”), has occurred during the Term of this Termination AgreementEmployment Period, it the Company may give to the Executive written notice notice, in accordance with Section 13(d) of this Termination Agreement 12(b), of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’s employment with the Company shall terminate effective on the 30th day after the Executive’s receipt of such notice by the Executive Company (the "“Disability Effective Date"”), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. The Executive shall fully cooperate in connection with the determination of whether Disability exists.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive Executive, as defined in the Company's long-term disability plan, has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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 have the meaning set forth in the long-term

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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 as a result of incapacity due to mental or physical illness or injury.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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 Executive's long-term disability for purposes of any reasonable occupation as determined under the Company's disability plan that is applicable to the Executive.

Death or Disability. The Executive's employment shall terminate ------------------- automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it the Company may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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,

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 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 Executive’s “Disability” shall be governed by the terms of the Company’s Long-Term Disability Plan.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company Board determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d13(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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 Executive's long term disability for purposes of any reasonable occupation as determined under the Company's disability plan that is applicable to the Executive.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company Corporation determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’s employment with the Corporation shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, that within the 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 duties with the Corporation for a period of at least 180 days during any 12-month period as a result of incapacity due to mental or physical illness.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company Bank determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d8(c) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’s employment with the Bank shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the thirty (30) 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 have the meaning ascribed under the Bank’s long term disability plan as from time to time in effect.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d15(B) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination Agreement"Disability" set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.. For

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.. For purposes of this

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.full‑time

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Commencement Date"), provided that, within the thirty (30) 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 have the meaning set forth in the Company's Long-Term Disability Plan.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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, "

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company Board determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice notice, in accordance with Section 13(d) of this Termination Agreement 12(b), of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’s employment with the Company shall terminate effective on the 30th day after the Company’s receipt of such notice by the Executive (the "“Disability Effective Date"”), provided thatprovided, that within the thirty (30) 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 have the meaning ascribed under the Company’s long term disability plan applicable to the Executive.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death during the Term of this Termination Agreement’s death. If the Company Corporation determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term of this Termination AgreementExecutive’s employment, it may give to the Executive written notice in accordance with Section 13(d) 7.4 of this Termination Agreement of its intention to terminate the Executive's ’s employment; provided that such notice is provided no later than 150 days following the Executive’s first day of Disability. In such event, the Executive's Date of Termination is ’s employment shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the thirty (30) 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, “

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementCIC Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term CIC Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 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 Executive’s “Disability” shall be governed by the terms of the Company’s Long-Term Disability Plan.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term term of this Termination Agreement. If the Company determines in good faith that the Disability of the Executive has occurred during the Term term of this Termination Agreement, it may give to the Executive written notice in accordance with Section 13(d16(d) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company Employer determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement hereof of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Employer shall terminate effective on the 30th thirtieth (30th) day after receipt of such notice by the Executive (the "Disability Effective Date"); provided, provided that, that within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period or Change in Control Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period or Change in Control Employment Period, it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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 have the meaning set forth in the Company's Long-Term Disability Plan.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to provide the Executive with written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 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

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice notice, in accordance with Section 13(d) of this Termination Agreement 11(b), of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’s employment with the Company shall terminate effective on the 30th day after the Company’s receipt of such notice by the Executive (the "“Disability Effective Date"”), provided thatprovided, that within the thirty (30) 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 have the meaning ascribed under the Company’s long term disability plan.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.not

Death or Disability. The Executive's employment shall terminate ------------------- automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-full- time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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 days as a result of incapacity due to mental 5

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the provide Executive with written notice in accordance with Section 13(d7(i) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, Executive’s employment with the Executive's Date of Termination is 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 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.of

Death or Disability. The Executive's --------------------------- --------------------- employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination Agreement"Disability" set forth in the 1987 Plan), it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate ------------------- automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d13(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.. For

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company Parent determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d9(a) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with Parent shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.the

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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,

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company Employer determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement hereof of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’s employment with the Employer shall terminate effective on the 30th thirtieth (30th) day after receipt of such notice by the Executive (the "“Disability Effective Date"”); provided, provided that, that within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death during the Term of this Termination Agreement’s death. If the Holding Company determines or the Bank determine in good faith that the a Disability (as defined in Section 5(i)(iii) below) of the Executive has occurred during the Term of this Termination AgreementTerm, it the Holding Company and the Bank may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’s employment with the Holding Company and the Bank shall terminate effective on the 30th thirtieth (30th) day after receipt of such notice by the Executive (the "Disability Effective Date")of such written notice, provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The ------------------------- ------------------- Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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 be set forth in the Company's Long-Term Disability Plan.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.. For purposes of this

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination Agreement"Disability" set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Change of Control Date"), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.the

Death or Disability. The Executive's ’s employment with the Company shall terminate automatically upon the Executive's ’s death during the Term Employment Period. In the event of Executive’s Disability during the Employment Period (pursuant to the definition of Disability set forth in Section I(2) of this Termination Agreement. If ), the Company determines in good faith that may, at the Disability discretion of the Executive has occurred during the Term of this Termination AgreementBoard, it may give to the Executive written notice in accordance with Section 13(dIX(2) of this Termination Agreement of its intention to terminate Executive’s employment with the Executive's employmentCompany. In such event, Executive’s employment with the Executive's Date of Termination is Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Effective Disability Effective Date"”), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties; provided that if Executive has returned to full-time performance of his duties, the Executive's dutiesCompany may not terminate Executive due to a Disability until such time limits have again been met.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.. For purposes

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If In the Company determines in good faith that the Disability event of the Executive has occurred during Executive's Disability, either party may provide the Term of this Termination Agreement, it may give to the Executive other with written notice in accordance with Section 13(d12(b) of this Termination Agreement of his or its intention to terminate the Executive's employmentemployment due to Disability. In such event, the Executive's Date of Termination is 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, if the notice is given by the Company, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company Partnership determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d13(b) of this Termination Agreement hereof of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Partnership and all other BreitBurn Entities shall terminate effective on the 30th thirtieth (30th) day after receipt of such notice by the Executive (the "Disability Effective Date"); provided, provided that, that within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death during the Term of this Termination Agreement’s death. If the Holding Company determines or the Bank determine in good faith that the a Disability (as defined in Section 5(h) below) of the Executive has occurred during the Term of this Termination Agreementor any Renewal Term, it the Holding Company or the Bank, as applicable, may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, Executive’s employment with the Executive's Date of Termination is Holding Company and the Bank shall terminate effective on the 30th day after receipt by Executive of such notice by the Executive (the "Disability Effective Date")written notice, provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, Executive’s employment with the Executive's Date of Termination is Company shall terminate effective on the 30th day after receipt of such written notice by the Executive (the "“Disability Effective Date"”), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.’s

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that Executive cannot, because of physical or mental disability, perform her material duties hereunder for 180 consecutive days, at the Disability end of the Executive has occurred during the Term of this Termination Agreementsuch period, it Fleet may give to the Executive written notice in accordance with Section 13(d3 (d) of this Termination Agreement of its intention to terminate the Executive's her employment. In such event, the Executive's Date of Termination is employment with Fleet shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date")Executive, provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's material duties.

Death or Disability. The Executive's employment shall terminate automatically upon the ExecutivetheExecutive's death during the Term of this Termination AgreementEmployment Period. If the Company Corporation determines in good faith that the Disability Executive becomes unable to perform the essential functions of his position, with or without reasonable accommodation, and that such inability is likely to continue for a period of more than six (6) months, then the Executive has occurred during the Term of this Termination Agreement, it may Corporation shall give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Corporation 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 thirty (30) days after such receipt, the Executive shall not have returned to full-full time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Executive has a Disability of the Executive (as defined herein) that has occurred during the Term Employment Period (pursuant to the definition of this Termination Agreement“Disability”), it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d16(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.have

Death or Disability. (i) The Executive's ’s employment shall terminate will be terminated by the Corporation or its subsidiaries or affiliates automatically upon the Executive's ’s death during (“Death”). (ii) After having established the Term of this Termination Agreement. If Executive’s Disability (as defined below), the Company determines in good faith that the Disability of the Executive has occurred during the Term of this Termination Agreement, it Corporation may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement of the Corporation’s and/or its subsidiaries’ or affiliates’ intention to terminate the Executive's employment’s employment for Disability. In such event, the The Executive's Date of Termination is ’s employment will terminate for Disability effective on the 30th thirtieth (30th) day after the Executive’s receipt of such notice by the Executive (the "“Disability Effective Date"), provided that, ”) if within the such thirty (30) days day period after such receipt, receipt the Executive shall not have returned fail to return to full-time performance of the Executive's his duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company Board determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the provide Executive with written notice in accordance with Section 13(d9(c) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, Executive’s employment with the Executive's Date of Termination is 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 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean Executive’s inability to perform his employment duties due to his permanent and total disability as determined by a physician reasonably acceptable to the Executive's dutiesCompany.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company Board determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after his receipt of such receiptnotice, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) days -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,

Death or Disability. The Executive's employment shall terminate ------------------- automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.. For

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEffective Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Effective Period (pursuant to the definition of this Termination AgreementDisability as set forth below), it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 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

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(d) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 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

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive Executive, as defined in the Company's long-term disability plan, has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's --------------------------- employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination Agreement"Disability" set forth in the 1987 Plan), it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.’s

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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 be set forth in the Company's Long-Term Disability Plan.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death during the Term of this Termination Agreement’s death. If the Company Corporation determines in good faith that the Disability of the Executive has occurred during the Term of this Termination Agreement(as defined below), it may give to the Executive written notice in accordance with Section 13(d) 7.4 of this Termination Agreement of its intention to terminate the Executive's ’s employment; provided that such notice is provided no later than 150 days following the Executive’s first day of Disability. In such event, the Executive's Date of Termination is ’s employment shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the thirty (30) 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, “

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d13(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death if Executive dies during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination Agreement“Disability” set forth below), it may give to the Executive written notice in accordance with Section 13(d13(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, Executive’s employment with the Executive's Date of Termination is 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 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.performance

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the a Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(dsection 11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive or, if later, the last day of the Executive's statutory minimum notice period (the "Disability Effective Date"), provided that, within the thirty (30) days after such receiptduring his notice period, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d15(c) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 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,

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the a Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(dsection 11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time full‑time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.; provided that, in the event the Executive has

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability Executive is disabled as a result of the Executive has occurred during the Term of this Termination Agreementa Disability, it may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement 7.1 of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties. If the Executive’s employment terminates as a result of the Executive’s Death or Disability, such termination shall be a termination other than for Cause.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d9(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.. In the event the Executive has been unable

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the any Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement 10.2, of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.. For

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 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 Executive’s becoming disabled within the meaning of the long-term disability plan of the Company covering the Executive.

Death or Disability. The Executive's employment with the Company shall ------------------- terminate automatically upon the Executive's death during the Term Employment Period. In the event of Executive's Disability during the Employment Period (pursuant to the definition of Disability set forth in Section I(C) of this Termination Agreement. If ), the Company determines in good faith that may, at the Disability discretion of the Executive has occurred during the Term of this Termination AgreementBoard, it may give to the Executive written notice in accordance with Section 13(dIX(B) of this Termination Agreement of its intention to terminate the Executive's employmentemployment with the Company. In such event, the Executive's Date of Termination is employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Effective Disability Effective Date"), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's his duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination Agreement. If the Company Board determines in good faith that the Disability of the Executive has occurred during the Term of this Termination Agreement, it the Company may give to the Executive written notice in accordance with Section 13(d) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the termination of Executive's Date of Termination employment is effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d10(b)) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company Parent determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d9(a) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with Parent shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.. For

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Company shall terminate effective on the 30th 90th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the thirty (30) 90 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

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the there is a Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d8(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’s employment with the Company shall terminate effective on the 30th 15th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided provided, however, that, within the thirty (30) 15 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 Executive’s becoming disabled within the meaning of the long-term disability plan of the Company covering the Executive.

Death or Disability. The Executive's employment shall terminate ------------------- automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company Subsidiary determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d15(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is employment with the Subsidiary shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.'s

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive Executive, as defined in the Company’s long-term disability plan, has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d10(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death during the Term of this Termination Agreement’s death. If the Company Corporation determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term of this Termination AgreementExecutive’s employment, it may give to the Executive written notice in accordance with Section 13(d) 7.4 of this Termination Agreement of its intention to terminate the Executive's ’s employment; provided that such notice is provided no later than 150 days following the Executive’s first day of Disability. In such event, the Executive's Date of Termination is ’s employment shall terminate effective on the 30th day after receipt of such notice by the Executive (the "“Disability Effective Date"”), provided that, within the thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.the

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Term of this Termination AgreementTerm. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of this Termination AgreementDisability set forth below), it the Company may give to the Executive written notice in accordance with Section 13(d8(c) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.perform, with or without

Death or Disability. The Executive's employment shall terminate ------------------- automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination AgreementDisability set forth below), it may give to the Executive written notice in accordance with Section 13(d13(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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,

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination Agreement"Disability" set forth below), it may give to the Executive written notice in accordance with Section 13(d12(b) of this Termination Agreement of its intention to terminate the Executive's employment. In such event, the Executive's Date of Termination is 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 thirty (30) 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" means disability within the meaning of the Company's long-term disability plan applicable to the Executive.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Term of this Termination AgreementEmployment Period. If the Company determines in good faith that the a Disability of the Executive has occurred during the Term of this Termination AgreementEmployment Period, it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's ’s duties.

Death or Disability. The Executive's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Term of this Termination AgreementEmployment Period. If the Company Taubman determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term Employment Period (pursuant to the definition of this Termination Agreement“Disability”), it may give to the Executive written notice in accordance with Section 13(d11(b) of this Termination Agreement of its intention to terminate the Executive's ’s employment. In such event, the Executive's Date of Termination is ’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 thirty (30) 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.’s du