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. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the,

Death or Disability. (i) The Executive’s employment shall terminate automatically upon the Executive’s death during (which shall be the TermDate of Termination). If the Disability of the Company determines in good faith that Executive has occurred is Disabled (as defined below) during the Term (pursuant to the definition of Disability set forth below)Employment Period, then the Company may give to the Executive written notice in accordance with Section 10(c) a Notice of its intention to terminate the Executive’s employment. In such event, the Termination terminating Executive’s employment with theas of the 30th day after his receipt of such notice (which shall be the Date of Termination). Executive’s “

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thewritten

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment 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 Disability set forth below“Disability”), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c13(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s employment with the's employment

Death or Disability. The Executive’s employment and all associated rights and benefits shall terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)occurred, the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Term, the Company it may give to the Executive written notice a Notice of Termination in accordance with Section 10(c) 6.8 of its intention to terminate the Executive’s employmentthis Agreement. In such event, the Executive’s employment with theshall terminate effective on the 30th day after receipt of such notice, provided that within the 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 TermEmployment 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 Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theit

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a Disability (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(g) and 9(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform Executive’s duties hereunder by reason of any medically determinable physical or mental impairment for a period of six months or more in any 12-month period.

Death or Disability. The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant The Company shall, to the definition of Disability set forth below)full extent permitted by law, the Company may give to the Executive written notice in accordance with Section 10(c) of its intention be entitled to terminate the Executive’s employment. In such event, employment because of the Executive’s employment “Disability” (as herein defined) during the Term. “Disability” means the permanent disability of the Executive in accordance with thethe long-term disability plan of the Company applicable to the Executive.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s death during the Term's death. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give to the Executive written notice in accordance with Section 10(c) of its intention shall be entitled to terminate the Executive’s employment. In such event, 's employment because of the Executive’s 's Disability (as defined in the Company's long-term disability insurance policies). A termination of the Executive's employment with theby the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date.

Death or Disability. The Executive’s 's employment shall terminate automatically during the Employment Period upon the Executive’s 's death during the Term. If the Disability or a determination by a majority of the Executive has occurred during the Term (pursuant Board of Directors that, due to the definition of Disability set forth below)physical or mental disability or illness, the Company may give Executive is unable to the Executive written notice in accordance with Section 10(c) perform substantially all of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thehis duties and responsibilities under this Agreement.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(g) and 9(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform his essential duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s employment shall automatically terminate automatically upon the Executive’s death or termination of employment due to Disability (as defined below) during the TermEmployment Period. If For purposes of this Agreement, “Disability” shall mean Executive’s inability to perform the Disability duties of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Executive’s position, the Company may give to the Executive written notice as determined in accordance with Section 10(c) of its intention the policies and procedures applicable with respect to terminate the ExecutiveCompany’s employment. In such event, long-term disability plan as in effect immediately before the Executive’s employment with theEffective Date.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thein the event of Executive’s Disability during the Term. For purposes of this Agreement, “Disability” shall mean Executive is “disabled” within the meaning of Section 409A (as defined below).

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the

Death or Disability. The Executive’s employment and all associated rights and benefits shall terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)occurred, the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive, provided that, within the thirty (30) days after such receipt, Executive shall not have returned to full-time performance of her duties.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s death during the Term's death. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) XIX of its intention to terminate terminate, effective on the 30th day after receipt of such notice by Executive’s employment, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties. In such eventFor purposes of this Agreement, the Executive’s employment with the"disability" shall mean a physical or mental impairment which substantially limits a major life

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to the Executive written notice in accordance with Section 10(c15(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th day after receipt of

Death or Disability. The Executive’s employment and all associated rights and benefits shall terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)occurred, the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of her duties.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theto

Death or Disability. The Executive’s employment shall Corporation may terminate automatically upon the Executive’s death during 's employment in the Term. If the Disability of event the Executive has occurred been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a "Disability Termination"). The Executive's employment shall automatically terminate on the Executive's death. In the event the Executive's employment with the Corporation terminates during the Term (pursuant to the definition term of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) this Agreement by reason of its intention to terminate the Executive’s employment. In such event's death or as a result of a Disability Termination, then upon and immediately effective the Executive’s employment with theDate of Termination:

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), Either the Company or Executive may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thein the event of Executive’s Disability during the Term, and Executive may terminate Executive’s employment in the event of a Family Disability during the Term. For purposes of this Agreement:

Death or Disability. The Executive’s employment shall automatically terminate automatically upon the on Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), and may be terminated by the Company may give due to his Disability. For the purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents Executive written notice in accordance with Section 10(cfrom performing his essential job functions as Vice President and General Counsel for a continuous period of at least six (6) of its intention to terminate the Executive’s employmentmonths. In such event, the Executive’s employment with theCompany shall have the Termination Obligations in Section 7(d)(ii) below.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that a Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theforth

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to provide the Executive with written notice in accordance with Section 10(c11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(a) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Termdeath. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give to the Executive written notice in accordance with Section 10(c) of its intention shall be entitled to terminate the Executive’s employmentemployment because of the Executive’s Disability (as defined in the Company’s long-term disability insurance policies). In such event, A termination of the Executive’s employment with theby the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), unless the Executive returns to full-time performance of the Executive’s duties before the Disability Effective Date.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to provide the Executive with written notice in accordance with Section 10(c11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the

Death or Disability. The Corporation may terminate the Executive’s employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a “Disability Termination”). The Executive’s employment shall automatically terminate automatically upon on the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employmentdeath. In such event, the event the Executive’s employment with thethe Corporation terminates during the term of this Agreement by reason of the Executive’s death or as a result of a Disability Termination, then upon and immediately effective the Date of Termination:

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to the provide Executive with written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theSection

Death or Disability. The Executive’s employment shall will terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant occurred, subject to the definition respective continuing obligations of Disability set forth below)the Company and the Executive under this Agreement, the Company may give to has the Executive written notice in accordance with Section 10(c) of its intention right to terminate the Executive’s employment. In such event, the Executive’s employment with theunder this Agreement by notice pursuant to Section 5(e) below.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Disability during the Term. If The effective date of termination shall be the Disability date of Executive’s death or Disability, as the Executive has occurred during case may be. In the Term (pursuant to the definition event of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such eventdeath or Disability, the Executive’s employment with theExecutive (or his estate) shall be entitled to the following:

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s death during the Term's death. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give terminate Executive's employment upon Executive's Disability, by giving to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s 's employment. In such event, The Company shall have the right to terminate the Executive’s 's employment with theeffective as of the applicable date of his Disability.

Death or Disability. The Executive’s 's employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Disability of Company determines in good faith that the Executive has a Disability (as defined herein) that has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below“Disability”), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(cas defined herein) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s 's employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If 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 Disability set forth below"Disability"), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive

Death or Disability. The Executive’s employment shall will terminate automatically upon his death and may be terminated by the Executive’s death Company upon his Disability (as defined in Section 9(c)) during the Employment Term. If the Disability Upon termination of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theby reason of Executive’s Disability or death, Executive or his estate (as the case may be) will be entitled to receive:

Death or Disability. The Executive’s employment shall terminate automatically upon in the event of Executive’s death during the Term. If the Disability of the Executive has occurred during the Term or “Disability” (pursuant to the definition of Disability set forth as defined below). In the event Executive’s employment terminates for death or Disability, the Company may give to the Executive written notice will receive death or disability benefits in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theCompany standard benefit plans.

Death or Disability. The Executive’s 's employment shall terminate ------------------- automatically upon the Executive’s 's death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Terms, the Company it may give to the Executive written notice a Notice of Termination in accordance with Section 10(c) 5.5 of its intention to terminate the Executive’s employmentthis Agreement. In such event, the Executive’s 's employment with theshall terminate effective on the 30th day after receipt of such notice, provided that within the 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. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company ) it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company ) it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thewritten

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Termhis death. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employmentemployment upon the occurrence of a Disability (as defined below), such termination to be effective upon the Executive’s receipt of written notice of such termination. In such event, the event the Executive’s employment with theis terminated due to his death or Disability, the Executive or his estate or his beneficiaries, as the case may be, shall be entitled to the Accrued Benefits.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c9(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theIn

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(g) and 9(g) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theFor purposes of this

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment 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 Disability set forth below), the Company it may give to provide the Executive with written notice in accordance with Section 10(c10(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the’s

Death or Disability. (a) The Executive’s employment hereunder shall terminate immediately and automatically upon on the Executive’s death during the Employment Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), and the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, employment on account of the Executive’s employment with theDisability upon fourteen (14) day prior written notice to the Executive, subject to the Executive’s right to cure during the 14-day period.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If Either the Disability of Company or the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, employment in the event of the Executive’s employment with theDisability during the Employment Period. (b)

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), Either the Company or Executive may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thein the event of Executive’s Disability during the Term. For purposes of this Agreement, “Disability” shall mean that Executive is first entitled to receive cash benefits under the Company’s long-term disability benefit plan in which Executive is a participant.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that any Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If Either the Disability of Company or the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, employment hereunder in the event of the Executive’s employment with theDisability during the Employment Period.

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that,

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermPost-Change of Control Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Post-Change of Control Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c13(b) hereof of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermExecutive's employment. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Executive's employment, the Company it may give to the Executive written notice in accordance with Section 10(c) this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the Disability Commencement Date.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period without necessity of Notice of Termination. If the Disability of Company determines in good faith that the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)a Disability, the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theAgreement upon not less than 30 days written notice.

Death or Disability. The Executive’s employment herein shall automatically terminate automatically upon if Executive shall die during the term of this agreement. If as a result of the Executive’s death during incapacity due to physical or mental illness, the Term. If Executive shall have been absent from his duties with the Disability Company on a full-time basis for six months, and if within 90 days after written notice of termination is thereafter given by the Company, the Executive shall not have returned to the full-time performance of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Executive’s duties, the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethis Agreement for “Disability”.

Death or Disability. The Executive’s employment shall automatically terminate automatically upon the on Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), and may be terminated by the Company may give due to his Disability. For the purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents Executive written notice in accordance with Section 10(cfrom performing his essential job functions as President and Chief Executive Officer for a continuous period of at least six (6) of its intention to terminate the Executive’s employmentmonths. In such event, the Executive’s employment with theCompany shall have the Termination Obligations in Section 7(d)(ii) below.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)his employment, the Company it may give to the Executive written notice a Notice of Termination in accordance with Section 10(c) 7.5 of its intention to terminate the Executive’s employmentthis Agreement. In such event, the Executive’s employment with theshall terminate upon receipt of such notice.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c13(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with the

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(f) and 9(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform his duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermProtected Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Protected Period, the Company it may give to the Executive written notice in accordance with Section 10(c10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that the Executive shall not have returned to full-time performance of the Executive’s duties before such day.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theaccordance

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a Disability (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(g) and 10(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform Executive’s duties hereunder by reason of any medically determinable physical or mental impairment for a period of three months or more in any 12-month period.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s death 's death. If Executive becomes subject to a Disability (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thewith

Death or Disability. The Executive’s employment hereunder shall terminate automatically upon his death and may be terminated by the Company upon his Disability (as defined in Section 9(c)) during the Employment Term. Upon termination of Executive’s employment hereunder upon the Executive’s death during Disability or death, Executive or his estate (as the Term. If the Disability of the Executive has occurred during the Term (pursuant case may be) shall be entitled to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thereceive:

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the Employment Period. The Executive's employment under this Agreement shall terminate for "Disability" if, during the Employment Term. If , Executive, in the Disability reasonable and good faith judgment of the Executive Compensation Committee, has occurred during the Term failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than six (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c6) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theconsecutive months.

Death or Disability. The (a) Executive’s employment shall will terminate automatically upon the Executive’s death during the Employment Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the and Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment on account of Executive’s Disability. In the event of such termination, Executive (or Executive’s estate and/or beneficiaries, as applicable) will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with theSection 5 and Section 7 of this Agreement, as applicable, and execution of the Release by Executive or her estate, as applicable, Executive will be entitled to receive the following:

Death or Disability. The Executive’s employment shall automatically terminate automatically upon the on Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), and may be terminated by the Company may give due to her Disability. For the purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents Executive written notice in accordance with Section 10(cfrom performing her essential job functions as Chief Financial Officer for a continuous period of at least six (6) of its intention to terminate the Executive’s employmentmonths. In such event, the Executive’s employment with theCompany shall have the Termination Obligations in Section 7(d)(ii) below.

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment 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 Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thedefinition

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a Disability (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(f) and 10(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform Executive’s duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the a Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(c8(e) hereof of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the ninetieth (90th) day after receipt of such notice by the Executive (the “Disability Effective Date”),

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c11(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c11(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theEXECUTION VERSION

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethis Agreement of

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th day after receipt of such notice

Death or Disability. The Executive’s employment shall terminate automatically upon in the Executive’s event of his death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employmentor disability. In such event, the event that Executive’s employment with thehereunder is terminated due to his death or disability, the Term shall expire on the date of death or disability and he and/or his estate or beneficiaries (as the case may be) shall be entitled to receive all accrued but unpaid expenses.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment 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 Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the,

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to provide the Executive with written notice in accordance with Section 10(c8(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theemployment

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermTerm of this Termination Agreement. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)this Termination Agreement, the Company it may give to the Executive written notice in accordance with Section 10(c13(d) of this Termination Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s employment with the,

Death or Disability. The Executive’s 's employment shall terminate ------------------- automatically upon the Executive’s 's death during the TermEmployment Period. If the Disability The Executive's employment under this Agreement shall terminate for "Disability" upon a termination of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s 's employment with theeligibility to receive a disability allowance under the Company's Long Term Disability Plan or a replacement plan.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company ) it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theits

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s death during the Term's death. If Executive suffers a Permanent Disability (as defined below) which results in an absence from full-time performance of his duties for a period of five consecutive months, then the Disability of the Executive has occurred during the Term (pursuant Company shall be entitled to the definition of Disability set forth below)terminate his employment. In that event, the Company may must give to the Executive written notice in accordance with Section 10(c) XIV of its intention to terminate the Executive’s 's employment. In such event, the and Executive’s 's employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by

Death or Disability. The Executive’s 's employment shall terminate ------------------- automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c13(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive

Death or Disability. The Executive’s 's employment shall terminate automatically during the Employment Period upon the Executive’s 's death during the Term. If the Disability or a determination by a majority of the Executive has occurred during the Term (pursuant Board of Directors that, due to the definition of Disability set forth below)physical or mental disability or illness, the Company may give Executive is unable to the Executive written notice in accordance with Section 10(c) perform substantially all of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theher duties and responsibilities under this Agreement.

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermTerm of Agreement. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term of Agreement (pursuant to the definition of Disability set forth below“Disability”), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thein

Death or Disability. The Executive’s employment under this Agreement shall terminate be automatically terminated upon the Executive’s death during the Termdeath. If the Executive incurs a Disability of the Executive has occurred during the Term of Employment (pursuant to the definition of Disability set forth as that term is defined below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention intent to terminate the Executive’s employment. In such event, the Executive’s employment with theshall terminate effective on the thirtieth (30th ) day after receipt of such notice by the Executive, 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 's employment shall terminate automatically upon the Executive’s death during the Term's death. If the Disability (as defined below) of the Executive has occurred occurs during the Term (pursuant to the definition of Disability set forth below)Effective Period, the Company or SCW may give to the Executive written notice in accordance with Section 10(c) of its their intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company or SCW shall terminate effective on the 30th day after receipt of -52- 54

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethis Agreement

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the-7-

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theon

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermProtected Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Protected Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s employment with the's

Death or Disability. The Executive’s 's employment with the Company shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company then it may give to the Executive written notice in accordance with Section 10(cSections 6(t) and 14(i) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s employment with thesuch

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment 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 Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethis