Common use of Death or Disability Clause in Contracts

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall will terminate automatically upon the Executive's ’s death or Disability during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period, it may terminate the Executive’s employment. For purposes of this Agreement, "“Disability" shall mean the absence of the Executive from ” means the Executive's ’s inability to perform his duties with the Company on a full-full time basis for 90 180 consecutive days or on a total of 180 at least 240 days in any 12-twelve month period, in either case period as a result of the Executive’s incapacity due to physical or mental or physical illness which is (as determined to be total and permanent by a an independent physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeBoard).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death during the Employment Period. Either the Company or the Executive may terminate the Executive’s employment in the event of the Executive’s Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean a disability as determined under the absence of Company’s applicable long-term disability plan that prevents the Executive from performing the Executive's ’s duties under this Agreement (even with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected reasonable accommodation by the Company Company) for a period of six (6) months or its insurers and acceptable to more or, if no such plan applies, as determined in the Executive or reasonable discretion of the Executive's legal representativeCompany.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability ’s death. If Executive becomes subject to a “Disability” (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with Sections 3(g) and 9(g) of its intention to terminate Executive’s employment. For purposes of this Agreement, "“Disability" shall mean the absence ” means Executive’s inability to perform his duties hereunder by reason of the Executive from the Executive's duties with the Company on any medically determinable physical or mental impairment for a full-time basis for 90 consecutive days period of six (6) months or on a total of 180 days more in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 90 ninety (90) consecutive days or on for a total of 180 one hundred eighty (180) days in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodTerm. For purposes of this Agreement, "Disability" The Company shall mean the absence of the Executive from be entitled to terminate the Executive's duties with employment because of the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month periodExecutive's disability during the Employment Term if, in either case as a result of the Executive's incapacity due to physical or mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to (hereinafter "Disability"), the Executive or the Executive's legal representativeshall have been absent from his duties hereunder for one hundred and twenty (120) days during any three hundred and sixty (360) day period.

Death or Disability. The Executive's ’s employment shall terminate automatically upon immediately in the event of Executive's ’s death or Disability during Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness, or (iv) injury, that, in the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence good-faith judgment of the Board, substantially prevents or would prevent Executive from performing his duties and obligations under this Agreement or participating effectively and actively in the Executive's duties with management of the Company on a full-time basis for more than three consecutive months or for more than 90 consecutive days or on a total of 180 days in any 12180-month day period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Period. 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 ninety (90) consecutive days or on a total of 180 one hundred eighty (180) days in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 90 consecutive days or on for a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 90 ninety (90) consecutive days or on a total of 180 one hundred eighty (180) days in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's employment pursuant to this Agreement shall terminate automatically upon the Executive's death or death. The Company may terminate the Executive's employment for Disability during by giving to the Employment PeriodExecutive notice of its intention in accordance with Section 5(e) unless Executive returns to the performance of the essential functions of his employment within 30 days after receipt of such notice. For purposes of this Agreement, "Disability" shall mean the absence of means any physical or mental condition that renders the Executive from unable to perform the Executive's duties with the Company on a full-time basis essential functions of his employment for 90 consecutive days or on for a total of 180 days in any 12-month period, in either case as a result period of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative360 consecutive days.

Death or Disability. The Executive's ’s employment and the Employment Period shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes “Disability” means Executive’s inability, because of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined or incapacity, whether total or partial, to be total and permanent by a physician selected by the Company perform one or its insurers and acceptable to the Executive or more primary duties of the Executive's legal representative.’s employment with reasonable accommodation, and which continues for a period of one hundred eighty (180) days within any twelve (12)

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 90 ninety (90) consecutive days or on for a total of 180 one hundred eighty (180) days in any twelve (12-) month period, in either case case, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon the Executive's ’s death or termination of employment due to Disability (as defined below) during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean Executive’s inability to perform the absence duties of the Executive from the Executive's duties ’s position, as determined in accordance with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total policies and permanent by a physician selected by the Company or its insurers and acceptable procedures applicable with respect to the Executive or Company’s long-term disability plan as in effect immediately before the Executive's legal representativeEffective Date.

Death or Disability. The Executive's ’s employment shall terminate automatically immediately upon the Executive's his death or Disability during the Employment PeriodDisability. For purposes of this Agreement, "“Disability" shall mean the absence of the ” means any physical or mental disability or incapacity that can be expected to result in Executive’s death or that has rendered Executive from the unable to carry out Executive's ’s duties with and obligations to the Company on for a full-time basis for period of 90 consecutive days or on a total for shorter periods aggregating to 120 days (whether or not consecutive) during any consecutive 12 months of 180 days in any 12-month periodthe Term. The Company, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by at its expense, may retain a physician selected by the Company or its insurers and reasonably acceptable to Executive to confirm the Executive existence of such disability or the Executive's legal representativeincapacity.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during that continues for 30 days after the Employment PeriodCompany provides Executive of notice of its determination of Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 90 180 consecutive business days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness illness, which is determined to be total and and/or permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representativerepresentative (such agreement as to acceptability not to be withheld unreasonably).

Death or Disability. The Executive's employment hereunder shall terminate automatically upon his death, and may be terminated by the Executive's death or Company in the event of his Disability during the Employment Period. For purposes for a continuous period of this Agreementat least one hundred eighty (180) days, "Disability" shall mean the absence of provided that the Executive from the Executive's duties with the Company does not return to work on a substantially full-time basis for 90 consecutive within thirty (30) days or on a total after Notice of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which Termination is determined to be total and permanent by a physician selected given by the Company or its insurers and acceptable pursuant to the Executive or the Executive's legal representativeprovisions of Paragraphs 6(c) and 6(d)(2). A return to work of less than thirty (30) days shall not interrupt a continuous period of Disability.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 90 180 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as Vice President and General Counsel for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment Period’s death. The Company may terminate Executive’s employment for Disability. For purposes of this Agreement, "“Disability" shall mean the absence ” means, by reason of the Executive from the any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, Executive's duties with the Company on a full’s being unable to engage in any substantial gainful activity for any consecutive period of six months or any non-time basis for 90 consecutive days periods aggregating six months or on a total of 180 days more in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the an Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 90 180 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability of the Executive during the Employment Period. For purposes of this Agreement, Agreement "Disability" shall mean the absence of the Executive from the Executive's duties with from the Company on a full-full time basis for 90 consecutive business days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to a mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as President and Chief Executive Officer for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's term of employment of Executive shall terminate automatically upon forthwith in the Executive's death or Disability during event of his death, or, at the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence option of the Corporation in the event that Executive from shall fail to render and perform because of physical or mental incapacity or disability the Executive's duties with the Company on services required of him under this Agreement either for (a) a full-time basis for 90 consecutive continuous period of more than one hundred twenty (120) days or on a total (b) an aggregate of 180 more than one hundred eighty (180) days in during any period of twelve (12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.)

Death or Disability. The Executive's employment of the Executive by the Company and this Agreement shall terminate automatically immediately upon the Executive's death or Disability during of the Employment PeriodExecutive. For purposes of As used in this Agreement, "Disability" “Disabled” shall mean the absence of Executive is unable to perform the Executive from the Executive's duties with the Company on a normal full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable services he was performing prior to the Executive onset of any sickness, injury or the Executive's legal representativedisability for a consecutive period of one hundred and eighty (180) days with no reasonable prospect of returning to normal full-time service.

Death or Disability. The Employment Period and the Executive's ’s employment shall terminate automatically upon the Executive's ’s death or termination due to Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a full-time basis for 90 (i) 180 consecutive days as a result of mental or on a total of physical incapacity or (ii) 180 days in any 12-twelve month period, in either case as period and is for a result period of incapacity due to mental or physical illness time which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to would entitle the Executive to receive benefits under the long-term disability policy in effect at the time of such illness or the Executive's legal representativeother physical or mental incapacity.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during dwing the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Perioddeath. The Company may terminate Executive's employment for Disability. For purposes of this Agreement, "Disability" shall mean the absence failure of the Executive from the Executive's due to mental or physical illness to substantially perform his duties with the Company on a full-time basis for 90 a period of more than six (6) consecutive days months, or on a total of 180 days for shorter non-consecutive periods aggregating more than six (6) months in any consecutive twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon immediately in the event of Executive's ’s death or Disability during Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, that, in the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence good-faith judgment of the CEO, substantially prevents Executive from performing his duties and obligations under this Agreement or participating effectively and actively in the Executive's duties with management of QTS, the Company on a full-time basis Company, and/or the OP for more than three consecutive months or for more than 90 consecutive days or on a total of 180 days in any 12180-month day period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically immediately upon the Executive's his death or Disability during the Employment PeriodDisability. For purposes of this Agreement, "“Disability" shall mean the absence of the ” means any physical or mental disability or incapacity that can be expected to result in Executive’s death or that has rendered Executive from the unable to carry out Executive's ’s duties with and obligations to the Company on for a full-time basis for 90 period of 120 consecutive days or on a total of for shorter periods aggregating to 180 days in (whether or not consecutive) during any 12-month periodconsecutive 12 months of the Term. The Company, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by at its expense, may retain a physician selected by the Company or its insurers and reasonably acceptable to Executive to confirm the Executive existence of such disability or the Executive's legal representativeincapacity.

Death or Disability. The To the extent consistent with applicable law, Executive's ’s employment shall will terminate automatically upon the Executive's on his death or Disability during disability. In the Employment Periodevent of termination due to death or disability, Company will pay Executive (or his legal representative) his salary prorated through the date that follows by 30 days the date of termination, at the rate in effect at the time of termination. For purposes of Company will have no further obligations to Executive (or his legal representative) under this Agreement, "Disability" shall mean except for any vested rights under employee benefit plans and programs and the absence of the Executive from the Executive's duties with the Company on a full-time basis right to receive reimbursement for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativebusiness expenses.

Death or Disability. The Executive's ’s employment shall will automatically terminate automatically upon the Executive's ’s death or Disability during the Employment Periodupon a determination that he has incurred a Disability. For the purposes of this Agreement, "“Disability" shall mean ” means, as reasonably determined by the absence Board, Executive’s physical or mental incapacity that renders him unable to perform the essential functions of the Executive from the Executive's ’s duties with to the Company on a full-time basis for 90 sixty (60) consecutive days or on a total of 180 eighty (80) days in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeeven with reasonable accommodation.

Death or Disability. The Executive's ’s employment shall terminate automatically upon immediately in the event of Executive's ’s death or Disability during Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, that, in the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence good-faith judgment of the CEO, substantially prevents Executive from performing his duties and obligations under this Agreement or participating effectively and actively in the Executive's duties with management of the Company on a full-time basis for more than three consecutive months or for more than 90 consecutive days or on a total of 180 days in any 12180-month day period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ------------------------- ------------------- employment shall terminate automatically upon the Executive's death or Disability during the Employment Period. For purposes The Company shall, to the full extent permitted by law, be entitled to terminate the Executive's employment because of this Agreement, the Executive's "Disability" shall mean (as herein defined) during the absence of Employment Period. "Disability" means that the Executive from has been unable, for a period of four months, or for a total of 120 days in any given period of twelve months, to perform the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month periodunder this Agreement, in either case as a result of incapacity due to physical or mental illness or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeinjury.

Death or Disability. The Executive's employment of the Executive by the Company and this Agreement shall terminate automatically immediately upon the Executive's death or Disability during of the Employment PeriodExecutive. For purposes of As used in this Agreement, "“Disability" ” and “Disabled” shall mean the absence of Executive’s inability to perform the Executive from the Executive's duties with the Company on a normal full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable services he was performing prior to the Executive onset of any sickness, injury or the Executive's legal representativedisability for a consecutive period of one hundred and eighty (180) days with no reasonable prospect of returning to normal full-time service.

Death or Disability. The Executive's ’s employment shall will automatically terminate automatically upon the Executive's ’s death or Disability during upon a determination that he has incurred a “Disability.” For the Employment Period. For purposes of this Agreement, "“Disability" shall mean ” means, as reasonably determined by the absence Board, Executive’s physical or mental incapacity that renders him unable to perform the essential functions of the Executive from the Executive's ’s duties with to the Company on a full-time basis for 90 sixty (60) consecutive days or on a total of 180 eighty (80) days in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeeven with reasonable accommodation.

Death or Disability. The Executive's employment shall will terminate automatically upon the Executive's death or Disability during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period, it may terminate the Executive's employment. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from means the Executive's inability to perform his duties with the Company on a full-full time basis for 90 180 consecutive days or on a total of 180 at least 240 days in any 12-twelve month period, in either case period as a result of the Executive's incapacity due to physical or mental or physical illness which is (as determined to be total and permanent by a an independent physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeBoard).

Death or Disability. The Executive's ’s employment shall terminate automatically without notice upon the Executive's ’s date of death or Disability during the Employment Perioddisability as that term is defined herein. For purposes of this Agreementsubsection, "Disability" disability shall mean the absence a period of the Executive from the Executive's duties with the Company on a full-time basis for 90 six (6) consecutive days months or on a total an aggregate of 180 days eight (8) months in any twelve (12-) consecutive month periodperiod during which Executive is disabled from performing his duties and responsibilities hereunder by reason of any illness, in either case as a result accident, injury or other health or medical condition of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeany kind.

Death or Disability. The Executive's employment shall terminate automatically without notice upon the Executive's date of death or Disability during the Employment Perioddisability as that term is defined herein. For purposes of this Agreementsubsection, "Disabilitydisability" shall mean the absence a period of the Executive from the Executive's duties with the Company on a full-time basis for 90 six (6) consecutive days months or on a total an aggregate of 180 days eight (8) months in any twelve (12-) consecutive month periodperiod during which Executive is disabled from performing his duties and responsibilities hereunder by reason of any illness, in either case as a result accident, injury or other health or medical condition of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeany kind.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability ’s death. If Executive becomes subject to a “Disability” (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with Sections 3(g) and 9(g) of its intention to terminate Executive’s employment. For purposes of this Agreement, "“Disability" shall mean the absence ” means Executive’s inability to perform her essential duties hereunder by reason of the Executive from the Executive's duties with the Company on any medically determinable physical or mental impairment for a full-time basis for 90 consecutive days period of six (6) months or on a total of 180 days more in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or during the Employment Period. The Company shall be entitled to terminate the Executive's employment upon written notice because of the Executive's Disability during the Employment Period. 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 90 180 consecutive business days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Period. For purposes The Company shall, to the full extent permitted by law, be entitled to terminate the Executive's employment because of this Agreement, the Executive's "Disability" shall mean (as herein defined) during the absence of Employment Period. "Disability" means that the Executive from the Executive's duties with the Company on has been unable to perform or has not, for a full-time basis period of six months, or for 90 consecutive days or on a total of 180 days in any 12-month periodgiven period of twelve months, in either case performed the Executive's duties under this Agreement, as a result of incapacity due to physical or mental illness or physical illness which is injury or otherwise as reasonably determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeCompany.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability ’s death. If Executive becomes subject to a “Disability” (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with the terms of this Agreement of its intention to terminate Executive’s employment. For purposes of this Agreement, "“Disability" shall mean the absence ” means Executive’s inability to perform Executive’s duties hereunder by reason of the Executive from the Executive's duties with the Company on any medically determinable physical or mental impairment for a full-time basis for 90 consecutive period of one hundred and eighty (180) days or on a total of 180 days more in any 12-12 month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The This Agreement and Executive's employment relationship with the Company shall immediately terminate automatically upon the Executive's death or, at the election of Executive or Disability during the Employment Period. For purposes of this AgreementCompany, "Disability" shall mean the absence of the upon disability which precludes Executive from the Executive's performing his usual duties with for the Company on for a full-time basis for 90 period in excess of ninety (90) consecutive days or on for a total period in excess of 180 ninety (90) days in within any consecutive 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined . The benefits to be total and permanent by a physician selected by provided Executive in connection with such termination will be con-sistent with the policies of the Company or its insurers and acceptable to for other senior Executives of the Executive or the Executive's legal representativeCompany.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as Vice President, Operations for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's employment hereunder shall terminate automatically upon the Executive's his death or Disability during the Employment PeriodDisability. For purposes of this Agreement, "Disability" shall mean the absence inability of the Executive from the Executive's to perform his duties with the Company hereunder on account of physical or mental illness or incapacity for a full-time basis for 90 consecutive days period of three months, whether or on a total of 180 days in not consecutive, during any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically during the Employment Period upon the Executive's death or Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence a determination by a majority of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total Board of 180 days in any 12-month periodDirectors that, in either case as a result of incapacity due to physical or mental disability or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to illness, the Executive has been, or the Executive's legal representativewill be, unable to perform substantially all of his duties and responsibilities under this Agreement for a period in excess of 90 days.

Death or Disability. The Executive's ’s employment shall with the Company and the Employment Term will automatically terminate automatically upon the Executive's her death or Disability during the Employment PeriodDisability. For the purposes of this Agreement, "“Disability" ” shall mean the absence inability to perform the normal and customary duties of the Executive from the Executive's duties with the Company on a full-time basis her position for 90 any period of ninety (90) consecutive days during any twelve (12)- month period or on a total of 180 one hundred and twenty (120) days in during any 12-month such twelve (12)-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on the Executive’s death and may be terminated by the Company due to his Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of a physical or mental disability that prevents the Executive from the Executive's duties with the Company on performing his essential job functions as CFO for a full-time basis for 90 consecutive days or on a total period of 180 days in at least six (6) months within any 12-month period. In such event, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company shall have the termination obligations in Section 7(d)(iv) or its insurers and acceptable to the Executive or the Executive's legal representative(v), as applicable, of this Agreement.

Death or Disability. The Executive's ’s employment shall hereunder will terminate automatically immediately upon the Executive's his (i) death or Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence of the Executive (ii) Separation from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity Service due to mental Disability. “Disability” means he has become physically or physical illness which is determined mentally incapacitated so as to be total render him incapable of performing his usual and permanent by customary duties, with or without a physician selected by the Company reasonable accommodation, for 180 or its insurers and acceptable to the Executive more days, whether or the Executive's legal representative.not consecutive, during any 12 month

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or ’s death. If Executive becomes subject to a Disability (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with Sections 3(f) and 10(g) of its intention to terminate Executive’s employment. For purposes of this Agreement, "“Disability" shall mean the absence ” means Executive’s inability to perform Executive’s duties hereunder by reason of the Executive from the Executive's duties with the Company on any medically determinable physical or mental impairment for a full-time basis for 90 consecutive days period of six (6) months or on a total of 180 days more in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall will terminate automatically upon the Executive's death or Disability during the Employment Period’s death. Executive’s employment may be terminated if Executive suffers a Disability. For purposes of this Agreement, "“Disability" shall mean the absence of the Executive from the ” means (i) Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days ’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12-month period) months, in either case as a result of incapacity or (ii) Executive is receiving disability benefits under an insurance plan maintained by Company for at least three (3) months due to a physical or mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeimpairment described in (i).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on Executive’s death and may be terminated by the Company due to his Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with the Company on performing his essential job functions as CFO and COO for a full-time basis for 90 consecutive days or on a total period of 180 days in at least six (6) months within any 12-month period. In such event, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company shall have the termination obligations in Section 7(d)(iv) or its insurers and acceptable to the Executive or the Executive's legal representative(v), as applicable, of this Agreement.

Death or Disability. The Executive's ------------------------- ------------------- employment shall terminate automatically upon the Executive's death or Disability during the Employment Period. For purposes The Company shall, to the full extent permitted by law, be entitled to terminate the Executive's employment because of this Agreement, the Executive's "Disability" shall mean (as herein defined) during the absence of Employment Period. "Disability" means that the Executive from has been unable, for a period of four months, or for a total of 120 days in any given period of twelve months, to perform the Executive's duties under this Agreement with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month periodwithout reasonable accommodation, in either case as a result of incapacity due to physical or mental illness or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeinjury.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on Executive’s death and may be terminated by the Company due to his Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as CEO for a period of at least six (6) months within any twelve (12)-month period. In such event, the Company on a full-time basis for 90 consecutive days shall have the termination obligations in Section 7(d)(iv) or on a total (v), as applicable, of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativethis Agreement.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on Executive’s death and may be terminated by the Company due to her Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with the Company on performing her essential job functions as Co-CIO for a full-time basis for 90 consecutive days or on a total period of 180 days in at least six (6) months within any 12-month period. In such event, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company shall have the termination obligations in Section 7(d)(iv) or its insurers and acceptable to the Executive or the Executive's legal representative(v), as applicable, of this Agreement.

Death or Disability. The Executive's ’s employment shall terminate automatically upon immediately in the event of Executive's ’s death or Disability during Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, that, in the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence good-faith judgment of the Board, substantially prevents Executive from performing his duties and obligations under this Agreement or participating effectively and actively in the Executive's duties with management of QTS, the Company on a full-time basis Company, and/or the OP for more than three consecutive months or for more than 90 consecutive days or on a total of 180 days in any 12180-month day period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on Executive’s death and may be terminated by the Company due to his Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as CFO and COO for a period of at least six (6) months within any twelve (12)-month period. In such event, the Company on a full-time basis for 90 consecutive days shall have the termination obligations in Section 7(d)(iv) or on a total (v), as applicable, of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativethis Agreement.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on Executive’s death and may be terminated by the Company due to his Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as CEO and, if applicable, Co-CIO for a period of at least six (6) consecutive months within any twelve (12)-month period. In such event, the Company on a full-time basis for 90 consecutive days shall have the termination obligations in Section 7(d)(iv) or on a total (v), as applicable, of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativethis Agreement.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment and the Employment Period shall terminate automatically upon the Executive's death or Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the means Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total inability, because of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined or incapacity, whether total or partial, to be total and permanent by a physician selected by the Company perform one or its insurers and acceptable to the Executive or more primary duties of the Executive's legal representative.employment with reasonable accommodation, and which continues for a period of one hundred eighty (180) days within any twelve (12)

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on Executive’s death and may be terminated by the Company due to his Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as Co-CEO for a period of at least six (6) consecutive months within any twelve (12)-month period. In such event, the Company on a full-time basis for 90 consecutive days shall have the termination obligations in Section 7(d)(iv) or on a total (v), as applicable, of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativethis Agreement.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as Vice President, Financial Products for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's employment shall automatically terminate automatically upon the on Executive's death or Disability during and may be terminated by the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "Disability" shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as President and Chief Executive Officer for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as Vice President and Chief Operating Officer for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Perioddeath. The Company may terminate Executive's employment for Disability. For purposes of this Agreement, "DisabilityDISABILITY" shall mean the absence failure of the Executive from the Executive's due to mental or physical illness to substantially perform his duties with the Company on a full-time basis for 90 a period of more than six (6) consecutive days months, or on a total of 180 days for shorter non-consecutive periods aggregating more than six (6) months in any consecutive twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment shall terminate automatically without notice upon the Executive's date of death or Disability during the Employment Perioddisability as that term is defined herein. For purposes of this Agreementsubsection, "Disability" disability shall mean the absence a period of the Executive from the Executive's duties with the Company on a full-time basis for 90 six (6) consecutive days months or on a total an aggregate of 180 days eight (8) months in any twelve (12-) consecutive month periodperiod during which Executive is disabled from performing his duties and responsibilities hereunder by reason of any illness, in either case as a result accident, injury or other health or medical condition of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeany kind.

Death or Disability. The Executive's employment Employment Period shall terminate automatically be terminated immediately upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-at such time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result physical or mental disability, the existence of incapacity due to mental or physical illness which is determined confirmed by a licensed health provider, causes Executive to be total and permanent by unable to perform the essential duties of her position hereunder with or without reasonable accommodation for a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeperiod of six (6) consecutive months.

Death or Disability. The Executive's ’s employment shall will terminate automatically upon the Executive's ’s death or Disability during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period, it may terminate the Executive’s employment. For purposes of this Agreement, "“Disability" shall mean the absence of the Executive from ” means the Executive's ’s inability to perform his duties with the Company on a full-time basis for 90 180 consecutive days or on a total of 180 at least 240 days in any 12-month period, in either case period as a result of the Executive’s incapacity due to physical or mental or physical illness which is (as determined to be total and permanent by a an independent physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeBoard).

Death or Disability. The Executive's ’s employment and the Employment Period shall terminate automatically upon the Executive's ’s death or upon sixty days written notice from the Company upon Executive’s long term Disability during the Employment Period. For purposes of this Agreement, "“Disability" shall mean the absence of ” means a condition entitling the Executive from to benefits under the Executive's duties with the Company on a full-time basis for 90 consecutive days Company’s Long Term Disability Plan, policy or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativearrangement.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or ’s death. If Executive becomes subject to a Disability (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with Sections 3(g) and 10(g) of its intention to terminate Executive’s employment. For purposes of this Agreement, "“Disability" shall mean the absence ” means Executive’s inability to perform Executive’s duties hereunder by reason of the Executive from the Executive's duties with the Company on any medically determinable physical or mental impairment for a full-time basis for 90 consecutive days period of three months or on a total of 180 days more in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's employment and the Employment Period shall terminate automatically upon the Executive's death or during the Employment Period. The Company shall be entitled to terminate the Executive's employment in the event of the Executive's Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence of means that the Executive from has been unable, for a period of ninety (90) consecutive days or 120 days during any twelve (12) month period, to perform the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month periodunder this Agreement, in either case as a result of incapacity due to physical or mental illness or physical illness which is determined to be total injury, and permanent by a physician selected by that the Company or its insurers has received an independent medical report and acceptable to the opinion that Executive or the Executive's legal representativeis disabled.

Death or Disability. The Executive's ’s employment shall terminate automatically upon immediately in the event of Executive's ’s death or Disability during Disability. “Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness or (iv) injury, that, in the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence good-faith judgment of the CEO, substantially prevents Executive from performing her duties and obligations under this Agreement or participating effectively and actively in the Executive's duties with management of the Company on a full-time basis for more than three consecutive months or for more than 90 consecutive days or on a total of 180 days in any 12180-month day period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall terminate automatically upon Executive’s death. In addition, the Company may terminate Executive's death or ’s employment upon 30 days’ written notice upon the Disability during the Employment Period(as defined below) of Executive. For purposes of this Agreement, "“Disability" ” shall mean a physical or mental impairment which substantially limits a major life activity of Executive and which renders Executive unable to perform the absence essential functions of the Executive from the Executive's duties with the Company on her position for (i) a full-time basis for 90 period of 120 consecutive days or on a total (ii) an aggregate of 180 days in during any 12-twelve month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to her Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing her essential job functions as chief legal officer for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean If the absence Disability of the Executive from has occurred during the Executive's duties with Employment Period (pursuant to the definition of Disability set forth below), the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable shall give to the Executive or no less than thirty (30) days written notice in accordance with Section 11(b) hereof of its intention to terminate the Executive's legal representative.’s employment based upon Disability. In such event,

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on the Executive’s death and may be terminated by the Company due to his Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of a physical or mental disability that prevents the Executive from the Executive's duties with the Company on performing his essential job functions as CFO and COO for a full-time basis for 90 consecutive days or on a total period of 180 days in at least six (6) months within any 12-month period. In such event, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company shall have the termination obligations in Section 7(d)(iv) or its insurers and acceptable to the Executive or the Executive's legal representative(v), as applicable, of this Agreement.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Period. For purposes If the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), the Company shall give to the Executive no less than thirty (30) days written notice in accordance with Section 11 (b) hereof of its intention to terminate the Executive's employment based upon Disability, and in the event Executive shall within such 30 day period become able to perform her duties and obligations under this Agreement, "Disability" shall mean the absence of the Executive from the then Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.'s

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Period. For purposes The Company shall, to the full extent permitted by law, be entitled to terminate the Executive's employment because of this Agreement, the Executive's "Disability" shall mean (as herein defined) during the absence of Employment Period. "Disability" means that the Executive from has been unable to perform or has not, for a period of three months, or for a total of 90 days in any given period of twelve months, performed, the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month periodunder this Agreement, in either case as a result of incapacity due to physical or mental illness or physical illness which is injury or otherwise as reasonably determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeCompany.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as Vice President and Chief Financial Officer for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as Vice President of Sales and Marketing for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or ’s death. The Company shall be entitled to terminate the Executive’s employment because of the Executive’s Disability during his employment. “Disability” means that the Employment Period. For purposes Executive has been unable, for a period of six (6) consecutive months, after reasonable accommodation, to perform the Executive’s duties under this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to physical or mental illness or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeinjury.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment PeriodTerm. For purposes of this Agreement, "“Disability" shall mean the absence ” means Executive’s inability by reason of the Executive from the Executive's duties with the Company on a full-time basis physical or mental illness to fulfill his obligations hereunder for 90 consecutive days or on a total of 180 120 days in any 12-month periodperiod which, in either case as a result the reasonable opinion of incapacity due to mental or physical illness which is determined to be total and permanent by a an independent physician selected by the Company or its insurers and acceptable insurers, renders Executive unable to perform the Executive or the Executive's legal representativeessential functions of his job.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or ’s death. If the Company determines in good faith that a Disability of the Executive has occurred during the Employment Period, the Company may provide the Executive with written notice in accordance with clause (d) below. For purposes of this Agreement, "“Disability" ” shall mean a determination by the absence of Company in its sole discretion that the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case is unable to perform his job responsibilities as a result of incapacity due to chronic illness, physical, mental or physical illness which is determined to be total and permanent by any other disability for a physician selected by the Company period of 6 months or its insurers and acceptable to the Executive or the Executive's legal representativemore.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment PeriodPeriod and the Company may terminate the Executive’s employment for Disability. For purposes of this Agreement, "“Disability" shall mean the absence of ” means that the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days is unable to engage in any 12-month period, substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in either case as death or can be expected to last for a result continuous period of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativenot less than six (6) months.

Death or Disability. The Executive's ’s employment with the Company shall terminate automatically upon the Executive's death or Disability during ’s death. To the Employment Period. For purposes of this Agreementextent permitted by applicable law, "Disability" the Company shall mean the absence of the Executive from be entitled to terminate the Executive's duties ’s employment with the Company on in the event of the Executive’s Disability. “Disability” shall mean that the Executive shall have been unable, for a full-time basis period of not less than six consecutive months, to substantially perform his duties for 90 consecutive days or on a total of 180 days in any 12-month periodthe Company, in either case as a result of incapacity due to physical or mental illness, injury or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeimpairment.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a fullhalf-time basis for 90 ninety (90) consecutive days or on a total of 180 one hundred eighty (180) days in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's ’s legal representative.”

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on Executive’s death and may be terminated by the Company due to his Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with the Company on performing his essential job functions as CEO for a full-time basis for 90 consecutive days or on a total period of 180 days in at least six (6) months within any 12-month period. In such event, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company shall have the termination obligations in Section 7(d)(iv) or its insurers and acceptable to the Executive or the Executive's legal representative(v), as applicable, of this Agreement.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's ’s death or Disability during the Employment Period. For purposes of this Agreement, "“Disability" ” shall mean the absence of the Executive from the Executive's ’s duties with the Company on a fullhalf-time basis for 90 ninety (90) consecutive days or on a total of 180 one hundred eighty (180) days in any twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's ’s legal representative.

Death or Disability. The Executive's ’s employment shall will automatically terminate automatically upon the Executive's ’s death or Disability during upon a determination that he has incurred a “Disability.” For the Employment Period. For purposes of this Agreement, "“Disability" shall mean ” means, as reasonably determined by the absence Board, Executive’s physical or mental incapacity that renders him unable to perform the essential functions of the Executive from the Executive's ’s duties with to the Company on a full-time basis for 90 sixty consecutive days or on a total of 180 eighty days in any 12-twelve month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeeven with reasonable accommodation.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or during the Employment Period. The Company shall be entitled to terminate the Executive's employment because of the Executive's Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean be defined exactly as it is defined in the absence of the Executive from Company's then current long-term disability insurance policy. The Company will provide an insurance policy sufficient to liquidate any outstanding loans upon the Executive's duties with death or disability (which shall be inclusive of the Company on a full-time basis for 90 consecutive days or on a total of 180 days life and disability insurance amounts provided in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeparagraph 3 (d)).

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on Executive’s death and may be terminated by the Company due to her Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing her essential job functions as President and, if applicable, Co-CIO for a period of at least six (6) consecutive months within any twelve (12)-month period. In such event, the Company on a full-time basis for 90 consecutive days shall have the termination obligations in Section 7(d)(iv) or on a total (v), as applicable, of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativethis Agreement.

Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Perioddeath. The Company may terminate Executive's employment for Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence failure of the Executive from the Executive's due to mental or physical illness to substantially perform his duties with the Company on a full-time basis for 90 a period of more than six (6) consecutive days months, or on a total of 180 days for shorter non-consecutive periods aggregating more than six (6) months in any consecutive twelve (12-) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as CIO for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to her Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing her essential job functions as Chief Financial Officer for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's ’s employment shall terminate automatically upon the Executive's death or Disability during the Employment PeriodPeriod shall automatically terminate on Executive’s death and may be terminated by the Company due to her Disability. For purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing her essential job functions as Co-CIO for a period of at least six (6) months within any twelve (12)-month period. In such event, the Company on a full-time basis for 90 consecutive days shall have the termination obligations in Section 7(d)(iv) or on a total (v), as applicable, of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativethis Agreement.

Death or Disability. The Executive's employment shall terminate automatically upon the death of Executive. Executive's death or Disability during employment may be terminated upon the Employment Periodreasonable and good faith determination of the TEN SALES that Executive is disabled. For purposes of this Agreement, Executive shall be deemed "Disabilitydisabled" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month periodif he is unable, in either case as a result of incapacity due to mental or physical illness which is determined condition or illness, to be perform the material functions of his job, even with reasonable accommodation, for a total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeof 90 days out of any 6 month period.

Death or Disability. The Executive's ’s employment shall automatically terminate automatically upon on Executive’s death and may be terminated by the Executive's death or Disability during the Employment PeriodCompany due to his Disability. For the purposes of this Agreement, "“Disability" ” shall mean the absence of the a physical or mental disability that prevents Executive from the Executive's duties with performing his essential job functions as for a continuous period of at least six (6) months. In such event, the Company on a full-time basis for 90 consecutive days or on a total of 180 days shall have the Termination Obligations in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representativeSection 7(d)(ii) below.

Death or Disability. The Executive's ' s employment shall with the Company and the Employment Term will automatically terminate automatically upon the Executive's his death or Disability during the Employment PeriodDisability. For the purposes of this Agreement, "Disability" shall mean the absence inability to perform the normal and customary duties of the Executive from the Executive's duties with the Company on a full-time basis his position for 90 any period of ninety (90) consecutive days during any twelve (12)-month period or on a total of 180 one hundred and twenty (120) days in during any 12-month such twelve (12)-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.