Common use of Death or Disability Clause in Contracts

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b12(b) hereof if the Executive shall not have returned of this Agreement of its intention to full-time performance of terminate the Executive’s duties hereunder prior to 's employment. In such event, the expiration Executive's employment with the Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the

Death or Disability. The Executive’s 's employment with the Employer shall hereunder will terminate automatically immediately upon the Executive’s 's death. In additionEmployer may terminate Executive's employment hereunder as of the effective date specified in Employer's notice of termination if Executive is Disabled, if which effective date shall not be earlier than the Board determines in good faith that ninety-first (91st) working day (excluding vacation days) following the Executive has incurred a commencement of Executive's Disability, it may terminate provided, that such notice shall be delivered to Executive not later than ten (10) days from the Executive’s employment upon thirty days’ written notice provided effective date of termination specified in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodnotice.

Death or Disability. The Executive’s employment with the Employer shall will terminate automatically upon the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it may The Executive’s employment will terminate due to the Executive’s employment upon thirty Disability (as defined in Appendix A) immediately after 30 days’ written notice provided in accordance with Section 13(b) hereof to the Executive if the Executive shall has not have returned to the full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice during this period.

Death or Disability. The Executive’s employment with the Employer shall hereunder will terminate automatically immediately upon the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it Employer may terminate the Executive’s employment upon thirty days’ written hereunder as of the effective date specified in Employer’s notice provided in accordance with Section 13(b) hereof of termination if the Executive is Disabled, which effective date shall not have returned to fullbe earlier than the ninety-time performance first (91st) working day (excluding vacation days) following the commencement of the Executive’s duties hereunder prior Disability, provided, that such notice shall be delivered to Executive not later than ten (10) days from the expiration effective date of termination specified in such thirty-day notice periodnotice.

Death or Disability. The Executive’s employment with the Employer under this Agreement shall terminate automatically upon the date of Executive’s deathdeath or Disability. In additionFor purposes of this Agreement, Executive shall be deemed to be terminated due to “Disability” if Executive has become unable (as determined by the Board determines in good faith that the Executive has incurred faith) to effectively perform his duties or any of his essential functions or duties by reason of illness or incapacity, for a Disability, it period of more than one hundred eight (180) days. The Company may terminate the Executive’s employment upon thirty days’ due to Disability by delivering to Executive written notice provided in accordance of termination of employment for Disability, with Section 13(b) hereof if the Executive shall not have returned to full-time performance of Termination Date being the Executive’s duties hereunder prior to the expiration date of such thirty-day notice periodnotice.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has incurred a occurred during the Employment Period (pursuant to the definition of “Disability”), it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.such

Death or Disability. The Executive’s employment with the Employer and all associated rights and benefits shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may give to Executive written notice of its intention to terminate the Executive’s employment. In such event, Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided in accordance with Section 13(b) hereof if that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodhis duties.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has incurred a occurred during the Employment Period (pursuant to the definition of "Disability"), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b11(b) hereof if of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive shall not have returned to full-time performance of (the Executive’s duties hereunder prior to "Disability Effective Date"), provided that, within the expiration of such thirty-day notice period.30 days

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In additionIf Executive becomes subject to a Disability (as defined below) during the Employment Period, if the Board determines in good faith that the Company may give Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(bSections 3(g) hereof if the Executive shall not have returned and 9(g) of its intention to full-time performance terminate Executive’s employment. For purposes of the this Agreement, “Disability” means Executive’s inability to perform Executive’s duties hereunder prior to the expiration by reason of such thirtyany medically determinable physical or mental impairment for a period of six months or more in any 12-day notice month period.

Death or Disability. The Executive’s 's employment with the Employer shall hereunder will terminate automatically immediately upon the Executive’s 's death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it The Company may terminate the Executive’s 's employment hereunder immediately upon thirty days’ written giving notice provided in accordance with Section 13(bof termination if Executive is disabled, by reason of physical or mental impairment, to such an extent that he has been unable to substantially perform his duties under this Agreement for an aggregate of 180 days (whether business or non-business days and whether or not consecutive) hereof if the Executive shall not have returned to full-time performance during any period of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodtwelve consecutive calendar months.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Term. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Term, it may terminate give to the Executive a Notice of Termination in accordance with Section 6.8 of this Agreement. In such event, the Executive’s employment upon thirty days’ written notice shall terminate effective on the 30th day after receipt of such notice, provided in accordance with Section 13(b) hereof if that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodduties.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability (as defined below) of the Executive has incurred a Disabilityoccurred during the Employment Period, it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b15(b) hereof if of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive shall not have returned to full-time performance of (the Executive’s duties hereunder prior to "Disability Effective Date"), provided that, within the expiration of such thirty-day notice period.30 days

Death or Disability. The Executive’s employment with the Employer pursuant to this Agreement shall terminate automatically upon the Executive’s 's death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it The Company may terminate the Executive’s 's employment upon thirty days’ written for Disability by giving the Executive notice provided of its intention in accordance with Section 13(b5(e) hereof if unless Executive returns to the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration essential functions of his employment within 30 days after receipt of such thirty-day notice periodnotice. For purposes of this Agreement, "Disability" means any physical or mental condition that renders the Executive unable to perform the essential functions of his employment for 90 consecutive days or for a total of 180 days in any 360 consecutive days.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon Executive's death or, with written notice by the Company of its intention to terminate Executive’s death's employment, upon Executive's Disability. In additionsuch event, if Executive's employment with the Board determines in good faith Company shall terminate effective on the 90th day after receipt of such notice by Executive (the "Disability Effective Date"), provided that within the Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the 90 days after such receipt Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period's duties.

Death or Disability. The Executive’s 's employment with the Employer shall hereunder will terminate automatically immediately upon the Executive’s 's death. In additionDIRECT III may terminate Executive's employment hereunder immediately upon giving notice of termination if Executive is disabled, if by reason of physical or mental impairment, to such an extent that Executive has been unable to substantially perform Executive's duties under this Agreement (as determined in the reasonable judgment of the Board determines in good faith that the Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(bof Directors) hereof if the Executive shall for an aggregate of ninety (90) days (whether business or non-business days and whether or not have returned to full-time performance consecutive) during any period of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodtwelve consecutive calendar months.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s 's death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it may The Company shall be entitled to terminate the Executive’s 's employment upon thirty days’ written notice provided because of the Executive's Disability (as defined in accordance with Section 13(b) hereof if the Company's long-term disability insurance policies). A termination of the Executive's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall not have returned be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive’s 's duties hereunder prior to before the expiration of such thirty-day notice periodDisability Effective Date.

Death or Disability. (a) The Executive’s 's employment with shall be immediately terminated without notice by the Employer shall terminate automatically Company upon the death of the Executive. (b) If the Company determines that the Disability of the Executive has occurred during the Executive’s death. In additionemployment, if the Board determines in good faith that it shall give to the Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned 7.4 of this Agreement of its intention to full-time performance of terminate the Executive’s duties hereunder prior to 's employment. In such event, the expiration Executive's employment shall terminate effective on the thirtieth (30th) day after receipt of such thirty-day notice periodby the Executive.

Death or Disability. The Executive’s employment shall terminate automatically upon Executive’s death or, with written notice by the Company of its intention to terminate Executive’s employment, upon Executive’s Disability. In such event, Executive’s employment with the Employer Company shall terminate automatically upon effective on the Executive’s death. In addition90th day after receipt of such notice by Executive (the “Disability Effective Date”), if provided that within the Board determines in good faith that the Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the 90 days after such receipt Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodduties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Term. In addition, if If the Board determines in good faith that Disability of the Executive has incurred a Disabilityoccurred during the Term (pursuant to the definition of Disability set forth below), it the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it FELLC may terminate the Executive’s employment upon thirty days’ after having established Executive’s Disability7 and while Executive remains Disabled by giving Executive written notice of its intention to terminate Executive’s employment. In such a case, Executive’s employment shall terminate effective on the 30th day after receipt of such notice; provided in accordance with Section 13(b) hereof if the that, within 30 days after such receipt, Executive shall not have returned failed to return to continuous full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodduties.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon Executive's death during the Executive’s deathEmployment Period. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may terminate the Executive’s employment upon thirty days’ give to Executive written notice provided in accordance with Section 13(b) hereof if of this Agreement of its intention to terminate Executive's employment. In such event, Executive's employment with the Executive Company shall not have returned to full-time performance of terminate effective on the Executive’s duties hereunder prior to the expiration 30th day after receipt of such thirty-day notice period.by Executive (the "Disability Effective Date"), provided that, within the 30 days after such

Death or Disability. The Executive’s employment shall terminate automatically upon Executive’s death. If the Bank determines in good faith that a Disability of Executive has occurred during the Term, the Bank may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Employer Bank shall terminate automatically upon effective on the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ 30th day after receipt of such written notice by Executive, provided in accordance with Section 13(bthat, within the thirty (30) hereof if the days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodduties.

Death or Disability. The Executive’s employment with the Employer and all associated rights and benefits shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may give to Executive written notice of its intention to terminate the Executive’s employment. In such event, Executive’s employment upon with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive, provided that, within the thirty days’ written notice provided in accordance with Section 13(b(30) hereof if the days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodher duties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Term. In addition, if If the Board Company determines in good faith that the Executive has incurred a Disabilityis Disabled, it may give to the Executive written notice in accordance with Section 14 of its intention to terminate the Executive’s employment. In such event, the Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided in accordance with Section 13(b) hereof if that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodduties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if death or Disability that continues for 30 days after the Board determines in good faith that the Acquired Company provides Executive has incurred a of notice of its determination of Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability (as defined below) of the Executive has incurred a Disabilityoccurred during the Employment Period, it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b15(b) hereof if the Executive shall not have returned of this Agreement of its intention to full-time performance of terminate the Executive’s duties hereunder prior to 's employment. In such event, the expiration of such thirty-Executive's employment with the Company shall terminate effective on the 30th day notice period.after receipt of

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred, it may give to the Executive written notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided in accordance with Section 13(b) hereof if that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodhis duties.

Death or Disability. The Executive’s employment with the Employer and all associated rights and benefits shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may give to Executive written notice of its intention to terminate the Executive’s employment. In such event, Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided in accordance with Section 13(b) hereof if that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodher duties.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s 's death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred (pursuant to the definition of Disability set forth below), it may terminate the Executive’s employment upon thirty days’ give to Executive written notice provided in accordance with Section 13(b) hereof if XIX of its intention to terminate, effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration his duties. For purposes of such thirty-day notice period.this Agreement, "disability" shall mean a physical or mental impairment which substantially limits a major life

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has incurred a Disabilityoccurred during the Employment Period, it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the Executive

Death or Disability. The Executive’s employment with the Employer and all associated rights and benefits shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may give to Executive written notice of its intention to terminate the Executive’s employment. In such event, Executive’s employment upon with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive, provided that, within the thirty days’ written notice provided in accordance with Section 13(b) hereof if the days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodhis duties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it may The Company shall be entitled to terminate the Executive’s employment upon thirty days’ written notice provided because of the Executive’s Disability (as defined in accordance with Section 13(b) hereof if the Company’s long-term disability insurance policies). A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice, and shall not have returned be effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), unless the Executive returns to full-time performance of the Executive’s duties hereunder prior to before the expiration of such thirty-day notice periodDisability Effective Date.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board Executive dies during the Protected Period. If the Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Protected Period, it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided in accordance with Section 13(b) hereof if that the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of before such thirty-day notice periodday.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s 's death. In addition, if If the Board Bank determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may terminate the Executive’s employment upon thirty days’ give Executive written notice of its intention to terminate Executive's employment. In such event, Executive's employment with the Bank shall terminate effective on the 30th day after receipt of such notice by Executive (the "Disability Effective Date"), provided in accordance with Section 13(bthat within the thirty (30) hereof if the days after such receipt Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period's duties.

Death or Disability. The Executive’s 's employment with the Employer pursuant to this Agreement shall terminate automatically upon the Executive’s 's death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it The Company may terminate the Executive’s 's employment upon thirty days’ written for Disability by giving the Executive notice provided of its intention in accordance with Section 13(b5(e) hereof if unless Executive returns to the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration essential functions of his employment within 30 days after receipt of such thirty-day notice periodnotice. For purposes of this Agreement, "Disability" means any physical or mental condition that renders the Executive unable to perform the essential functions of his employment for 90 consecutive days or for a total of 180 days in any 360 consecutive days.

Death or Disability. The Executive’s employment with the Employer shall hereunder will terminate automatically immediately upon the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it The Company may terminate the Executive’s employment hereunder immediately upon thirty days’ written giving notice provided in accordance with Section 13(bof termination if Executive is disabled, by reason of physical or mental impairment, to such an extent that he has been unable to substantially perform his duties under this Agreement for an aggregate of 180 days (whether business or non-business days and whether or not consecutive) hereof if the Executive shall not have returned to full-time performance during any period of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodtwelve consecutive calendar months.

Death or Disability. The Executive’s employment with the Employer and all associated rights and benefits shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may give to Executive written notice of its intention to terminate the Executive’s employment. In such event, Executive’s employment upon with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive, provided that, within the thirty days’ written notice provided in accordance with Section 13(b(30) hereof if the days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodhis duties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board Executive dies during the Protected Period. If the Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Protected Period, it may give to the Executive written notice in accordance with Section 10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided in accordance with Section 13(b) hereof if that the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of before such thirty-day notice periodday.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if death or Disability that continues for 30 days after the Board determines in good faith that the Company provides Executive has incurred a of notice of its determination of Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period.

Death or Disability. The Executive’s 's employment with the Employer shall terminate ------------------- automatically upon the Executive’s death's death during the Term. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Terms, it may terminate give to the Executive’s employment upon thirty days’ written notice provided Executive a Notice of Termination in accordance with Section 13(b) hereof if 5.5 of this Agreement. In such event, the Executive's employment shall terminate effective on the 30th day after receipt of such notice, provided that within the 30 days after such receipt, the Executive shall -------- ---- not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period's duties.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period without necessity of Notice of Termination. In addition, if If the Board Company determines in good faith that the Executive has incurred a Disability, it the Company may terminate the Executive’s employment Agreement upon thirty days’ not less than 30 days written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodnotice.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred during his employment, it may terminate the Executive’s employment upon thirty days’ written notice provided give to Executive a Notice of Termination in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance 7.5 of the this Agreement. In such event, Executive’s duties hereunder prior to the expiration employment shall terminate upon receipt of such thirty-day notice periodnotice.

Death or Disability. (i) The Executive’s 's employment with the Employer hereunder shall automatically terminate automatically upon the death of the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it . (ii) The Company may terminate the Executive’s 's employment upon thirty days’ the Executive's Disability by giving to the Executive written notice provided in accordance of its intention to terminate his employment, and his employment with Section 13(bthe Company shall terminate effective on the ninetieth (90th) hereof day after receipt of such notice if the Executive shall not have returned fail to return to full-time performance of the Executive’s his duties hereunder prior to the expiration of within ninety (90) days after such thirty-day notice periodreceipt.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may give to Executive written notice of its intention to terminate the Executive’s employment. In such event, Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided in accordance with Section 13(b) hereof if that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodhis duties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In additionIf Executive becomes subject to a “Disability” (as defined below) during the Employment Period, if the Board determines in good faith that the Company may give Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(bSections 3(f) hereof if the Executive shall not have returned and 9(g) of its intention to full-time performance of the terminate Executive’s employment. For purposes of this Agreement, “Disability” means Executive’s inability to perform his duties hereunder prior to the expiration by reason of such thirty-day notice any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if If the Board determines in good faith that Disability (as defined below) of the Executive has incurred a Disabilityoccurs during the Effective Period, it the Company may give the Executive written notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided in accordance with Section 13(b) hereof if that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period.his or her duties. For purposes

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Employment Period without necessity of Notice of Termination. In addition, if If the Board Company determines in good faith belief that the Executive has incurred a Disability, it the Company may terminate the Executive’s employment Agreement upon thirty days’ not less than 30 days written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodnotice.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Employment Period. In addition, if If the Board determines in good faith that Disability (as defined below) of the Executive has incurred a Disabilityoccurred during the Employment Period, it the Company may provide the Executive with written notice in accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the Executive (the

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Term. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Term (pursuant to the definition of Disability set forth below), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b12(a) hereof if the Executive shall not have returned of this Agreement of its intention to full-time performance of terminate the Executive’s duties hereunder prior to 's employment. In such event, the expiration of such thirty-day notice period.Executive's employment with the Company shall terminate effective on the 30th

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has incurred a Disabilityoccurred during the Employment Period, it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the Executive (the “Disability Effective Date”), provided that,

Death or Disability. The Executive’s employment with the Employer and all associated rights and benefits shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may give to Executive written notice of its intention to terminate the Executive’s employment. In such event, Executive’s employment upon with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive, provided that, within the thirty days’ written notice provided in accordance with Section 13(b) hereof if the days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodher duties.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board Executive dies during the Employment Period. If Taubman determines in good faith that the Disability (as defined herein) of the Executive has incurred a occurred during the Employment Period (pursuant to the definition of "Disability"), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b11(b) hereof if the Executive shall not have returned of its intention to full-time performance of terminate the Executive’s duties hereunder prior to 's employment. In such event, the expiration Executive's employment with the Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the Executive

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Employment Term. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Term (pursuant to the definition of Disability set forth below), it may terminate provide the Executive with a Notice of Termination. In such event, the Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice provided in accordance with Section 13(b) hereof if by the Executive shall not have returned to full-time performance of (the Executive’s duties hereunder prior to the expiration of such thirty-day notice period.“Disability Effective

Death or Disability. The Executive’s 's employment with the Employer shall terminate ------------------- automatically upon Executive's death during the Executive’s deathTerm. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disability, occurred during the Term (pursuant to the definition of Disability set forth below) it may terminate the Executive’s employment upon thirty days’ give to Executive written notice provided in accordance of its intention to terminate Executive's employment. In such event, Executive's employment with Section 13(b) hereof if the Executive Company shall not have returned to full-time performance of terminate effective on the Executive’s duties hereunder prior to the expiration 30th day after receipt of such thirty-day notice period.by Executive (the "Disability Effective Date"), provided

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Change in Control Period. In addition, if the Board determines in good faith that If the Executive has incurred incurs a DisabilityDisability during the Change in Control Period, it the Company may provide the Executive with written notice in accordance with Section 10(g) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”); provided in accordance with Section 13(b) hereof if that, within 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodduties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Employment Period. In addition, if If the Board Company determines in good faith that any Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 10.2, of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the thirtieth (30th) day after receipt of such thirty-day notice period.by the Executive (the

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period without necessity of Notice of Termination. In addition, if If the Board Company determines in good faith belief that the Executive has incurred a Disability, it the Company may terminate the Executive’s employment Agreement upon thirty days’ not less than 30 days written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodnotice.

Death or Disability. The ------------------------- Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b12(b) hereof if the Executive shall not have returned of this Agreement of its intention to full-time performance of terminate the Executive’s duties hereunder prior to 's employment. In such event, the expiration Executive's employment with the Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.such

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period. During the thirty-day notice period, the Board may place the Executive on paid leave and replace the Executive with an acting [ ].

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the Executive (the “Disability

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period, it may give to the Executive written notice of its intention to terminate the Executive’s 's employment. In such event, the Executive's employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided in accordance with Section 13(b) hereof if that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period's duties.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Effective Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Effective Period (pursuant to the definition of Disability as set forth below), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b11(b) hereof if of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive shall not have returned to full-time performance of (the Executive’s duties hereunder prior to the expiration of such thirty-day notice period."Disability

Death or Disability. The Executive’s 's employment with the Employer shall terminate ------------------- automatically upon Executive's death during the Executive’s deathTerm. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disability, occurred during the Term (pursuant to the definition of Disability set forth below) it may terminate the Executive’s employment upon thirty days’ give to Executive written notice provided in accordance of its intention to terminate Executive's employment. In such event, Executive's employment with Section 13(b) hereof if the Executive Company shall not have returned to full-time performance of terminate effective on the Executive’s duties hereunder prior to the expiration 30th day after receipt of such thirty-day notice period.by Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt,

Death or Disability. The Executive’s employment with the Employer and all associated rights and benefits shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may give to Executive written notice of its intention to terminate the Executive’s employment. In such event, Executive’s employment upon with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive, provided that, within the thirty days’ written notice provided in accordance with Section 13(b(30) hereof if the days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period.his duties,

Death or Disability. The Executive’s employment with the Employer pursuant to this Agreement shall terminate automatically upon the Executive’s 's death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it The Company may terminate the Executive’s 's employment upon thirty days’ written for Disability by giving the Executive notice provided of its intention in accordance with Section 13(b5(e) hereof if unless Executive returns to the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration essential functions of his employment within 30 days after receipt of such thirty-day notice periodnotice. For purposes of this Agreement, “Disability" means any physical or mental condition that renders the Executive unable to perform the essential functions of his employment for 90 consecutive days or for a total of 180 days in any 360 consecutive days.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board Executive dies during the Employment Period. If the Company determines in good faith that the Executive has incurred a Disability (as defined herein) that has occurred during the Employment Period (pursuant to the definition of “Disability”), it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the Executive (the “Disability

Death or Disability. The Executive’s employment shall terminate automatically upon Executive’s death during the Term. If a Disability occurs during the Term, the Company may give to Executive written notice in accordance with Section 12(b) of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Employer Company shall terminate automatically upon effective on the Executive’s death. In addition30th day after such notice is given to Executive (the “Disability Effective Date”), if provided that, within the Board determines in good faith that the Executive has incurred a Disability30 days after such receipt, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to the full-time performance of the Executive’s duties hereunder prior to the expiration duties. For purposes of such thirty-day notice period.this Agreement,

Death or Disability. (1) The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if 's death during the Board Employment Period. (2) If the Corporation determines in good faith that the Disability (as defined below) of the Executive has incurred a Disabilityoccurred during the Employment Period, it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b) hereof if below of its intention to terminate the Executive's employment. In such event, the Employment Period shall terminate effective on the 30th day after receipt of such notice by the Executive shall not have returned to full-time performance of (the Executive’s duties hereunder prior to the expiration of such thirty-day notice period."Disability Effective Date"), PROVIDED, that

Death or Disability. The Executive’s 's employment with the Employer shall hereunder will terminate automatically immediately upon the Executive’s 's death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it The Company may terminate the Executive’s 's employment upon thirty days’ written hereunder immediately giving notice provided in accordance with Section 13(bof termination if Executive is disabled, by reason of physical or mental impairment, to such an extent that he has been unable to substantially perform his duties under this Agreement for an aggregate of 180 days (whether business or non-business days and whether or not consecutive) hereof if the Executive shall not have returned to full-time performance during any period of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodtwelve consecutive calendar months.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s 's death. In addition, if If the Board determines in good faith that Disability (as defined below) of the Executive has incurred a Disabilityoccurs during the Effective Period, it the Company or SCW may give the Executive written notice of their intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of 's employment. In such event, the Executive’s duties hereunder prior to 's employment with the expiration Company or SCW shall terminate effective on the 30th day after receipt of such thirty-day notice period.-52- 54

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Employment Period. In addition, if the Board determines in good faith that If a Disability (as defined below) of the Executive has incurred a Disabilityoccurred during the Employment Period, it the Company may give to the Executive written notice in accordance with Section 8(e) hereof of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the ninetieth (90th) day after receipt of such thirty-day notice period.by the Executive (the “Disability Effective Date”),

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b12(b) hereof if the Executive shall not have returned of this Agreement of its intention to full-time performance of terminate the Executive’s duties hereunder prior to 's employment. In such event, the expiration Executive's employment with the Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.notice

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Term of this Termination Agreement. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Term of this Termination Agreement, it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b13(d) hereof if the Executive shall not have returned of this Termination Agreement of its intention to full-time performance of terminate the Executive’s duties hereunder prior to the expiration of 's employment. In such thirty-day notice period.event,

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the procedures and definition of Disability set forth below), it the Company may terminate the Executive’s employment upon thirty days’ give to Executive written notice provided in accordance with Section 13(b9(b) hereof if the Executive shall not have returned of this Agreement of its intention to full-time performance of the terminate Executive’s duties hereunder prior to employment. In such event, Executive’s employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by Executive (the “Disability

Death or Disability. The During the Post-Effective Period, Executive’s 's employment with the Employer shall terminate automatically upon Executive's death or, with written notice by the Company of its intention to terminate Executive’s death's employment, upon Executive's Disability. In addition, if the Board determines in good faith that the Executive has incurred event of a termination upon Executive's Disability, it may Executive's employment with the Company or the Bank, as applicable, shall terminate effective on the Executive’s employment upon thirty days’ 90th day after receipt of such written notice by Executive (the "Disability Effective Date"), provided in accordance with Section 13(b) hereof if that within the 90 days after such receipt Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period's duties.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b12(b) hereof if of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive shall not have returned to full-time performance of (the Executive’s duties hereunder prior to the expiration of such thirty-day notice period."Disability Effective

Death or Disability. The Executive’s employment with the Employer and all associated rights and benefits shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred, it may give to Executive written notice of its intention to terminate the Executive’s employment. In such event, Executive’s employment upon with the Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the thirty days’ written notice provided in accordance with Section 13(b(30) hereof if the days after such receipt, Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodher duties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board determines in good faith that the Executive has incurred a Disability, it FELLC may terminate the Executive’s employment upon thirty days’ after having established Executive’s Disability6 and while Executive remains Disabled by giving Executive written notice of its intention to terminate Executive’s employment. In such a case, Executive’s employment shall terminate effective on the 30th day after receipt of such notice; provided in accordance with Section 13(b) hereof if the that, within 30 days after such receipt, Executive shall not have returned failed to return to continuous full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodduties.

Death or Disability. The Executive’s employment with the Employer hereunder shall terminate automatically upon the Executive’s death. In addition, if the Board determines in good faith that If a Disability of the Executive (as such term is defined in the applicable Company disability benefits plan) has incurred a Disabilityoccurred, it the Company may give to the Executive notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment upon thirty days’ written with the Company shall terminate effective on the 10th day after receipt of such notice provided in accordance with Section 13(b) hereof if by the Executive; provided, however, that within the 10-day period after such receipt the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodmaterial duties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the Executive

Death or Disability. The Executive’s employment with the Employer under this Agreement shall terminate be automatically terminated upon the Executive’s death. In addition, if the Board determines in good faith that If the Executive has incurred incurs a DisabilityDisability during the Term of Employment (as that term is defined below), it the Company may give the Executive written notice of its intent to terminate the Executive’s employment. In such event, the Executive’s employment upon shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive, provided that, within the thirty days’ written notice provided in accordance with Section 13(b(30) hereof if days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodduties.

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Employment Period. In addition, if If the Board determines in good faith that Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may terminate the Executive’s employment upon Company shall give to the Executive no less than thirty days’ (30) days written notice provided in accordance with Section 13(b11 (b) hereof if the Executive shall not have returned of its intention to full-time performance of terminate the Executive’s duties hereunder prior to the expiration of such thirty-day notice period.'s

Death or Disability. The Executive’s 's employment with the Employer shall hereunder will terminate automatically immediately upon the Executive’s 's death. In additionEmployer may terminate Executive's employment hereunder as of the effective date specified in Employer's notice of termination if Executive is Disabled, if which effective date shall not be earlier than the Board determines in good faith that ninety-first (91st) working day (excluding vacation days) following the Executive has incurred a commencement of Executive's Disability, it may terminate provided, that such notice shall be delivered to Executive not -------- later than ten (10) days from the Executive’s employment upon thirty days’ written notice provided effective date of termination specified in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodnotice.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of Executive has incurred a Disabilityoccurred during her employment, it may terminate the Executive’s employment upon thirty days’ written notice provided give to Executive a Notice of Termination in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance 7.5 of the this Agreement. In such event, Executive’s duties hereunder prior to the expiration employment shall terminate upon receipt of such thirty-day notice periodnotice.

Death or Disability. The Executive’s employment with the Employer under this Agreement shall terminate be automatically terminated upon the Executive’s death. In addition, if the Board determines in good faith that If the Executive has incurred incurs a DisabilityDisability during the Term of Employment (as that term is defined below), it the Company may give the Executive written notice of its intent to terminate the Executive’s employment. In such event, the Executive’s employment upon shall terminate effective on the thirtieth (30th ) day after receipt of such notice by the Executive, provided that, within the thirty days’ written notice provided in accordance with Section 13(b(30) hereof if days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodduties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration of such thirty-day notice period.Company shall terminate effective

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s 's death. In addition, if the Board determines If Executive suffers a Permanent Disability (as defined below) which results in good faith that the Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to an absence from full-time performance of his duties for a period of five consecutive months, then the Company shall be entitled to terminate his employment. In that event, the Company must give to Executive written notice in accordance with Section XIV of its intention to terminate Executive’s duties hereunder prior to 's employment, and Executive's employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by

Death or Disability. The Executive’s 's employment with the Employer shall terminate ------------------- automatically upon the Executive’s death's death during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned of this Agreement of its intention to full-time performance of terminate the Executive’s duties hereunder prior to 's employment. In such event, the expiration Executive's employment with the Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.by the Executive

Death or Disability. The Executive’s employment with This Agreement and the Employer Period of Employment shall terminate automatically upon the Executive’s 's death. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a occurred (pursuant to the definition of "Disability" set forth below), it may give to the Executive written notice of its intention to terminate the Executive’s 's employment. In such event, the Executive's employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Company shall terminate effective on the thirtieth day after receipt by the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period.given at any

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s 's death. In addition, if If the Board determines in good faith that Disability (as defined below) of the Executive has incurred a Disabilityoccurs during the Effective Period, it the Company may give the Executive written notice of its intention to terminate the Executive’s 's employment. In such event, the Executive's employment upon thirty days’ written with the Company shall terminate effective on the 30th day after receipt of such notice provided in accordance with Section 13(b) hereof if by the Executive shall not have returned to full-time performance of (the Executive’s duties hereunder prior to "Disability Effective Date"), provided that, within the expiration of 30 days after such thirty-day notice period.receipt,

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon the Executive’s death's death during the Term. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Term, it may terminate give to the Executive’s employment upon thirty days’ written notice provided Executive a Notice of Termination in accordance with Section 13(b) hereof if 6.8 of this Agreement. In such event, the Executive's employment shall terminate effective on the 30th day after receipt of such notice, provided that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period's duties.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive's death during the Employment Period. Additionally, if the Employer determines in good faith that the Disability of the Executive has occurred, it may give the Executive written notice of its intention to terminate the Executive's employment. In the event, the Executive's employment with the Employer shall terminate automatically upon effective on the Executive’s death. In addition, if the Board determines in good faith that 30th day after receipt of such notice by the Executive has incurred a Disability(the "Disability Effective Date"), it may terminate provided that, within the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice period.of

Death or Disability. The Executive’s 's employment with the Employer shall terminate automatically upon his death. The Company may terminate Executive's employment during the Retention Period, after having established the Executive’s death. In addition's Disability, if the Board determines in good faith that by giving the Executive has incurred a Disability, it may terminate the Executive’s employment upon thirty days’ written notice provided in accordance of its intention to terminate his employment, and his employment with Section 13(b) hereof if the Company shall terminate effective on the 90th day after receipt of such notice if, within 90 days after such receipt, the Executive shall not have returned fail to return to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodhis duties.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if the Board Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has incurred a occurred during the Employment Period (pursuant to the definition of “Disability”), it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.no-

Death or Disability. The Executive’s 's employment with the Employer shall hereunder will terminate automatically immediately upon the Executive’s 's death. In additionEmployer may terminate Executive's employment hereunder as of the effective date specified in Employer's notice of termination if Executive is Disabled, if which effective date shall not be earlier than the Board determines in good faith that ninety-first (91/st/) working day (excluding vacation days) following the Executive has incurred a commencement of Executive's Disability, it may terminate provided, that such notice shall be delivered to Executive not later than ten (10) days from the Executive’s employment upon thirty days’ written notice provided effective date of termination specified in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of the Executive’s duties hereunder prior to the expiration of such thirty-day notice periodnotice.

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s death. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to fullof its intention 4879-time performance of the Executive’s duties hereunder prior to the expiration of such thirty8906-day notice period.6782.11

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon the Executive’s deathdeath during the Employment Period. In addition, if If the Board Company determines in good faith that the Disability of the Executive has incurred a Disabilityoccurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s employment upon thirty days’ written notice provided in accordance with Section 13(b) hereof if the Executive shall not have returned to full-time performance of employment. In such event, the Executive’s duties hereunder prior to employment with the expiration Company shall terminate effective on the 30th day after receipt of such thirty-day notice period.such

Death or Disability. The Executive’s employment with the Employer shall terminate automatically upon if Executive dies during the Executive’s deathEmployment Period. In addition, if If the Board Company determines in good faith that the Disability (as defined herein) of Executive has incurred a occurred during the Employment Period (pursuant to the definition of “Disability” set forth below), it may terminate the Executive’s employment upon thirty days’ give to Executive written notice provided in accordance with Section 13(b18(b) hereof if the Executive shall not have returned of its intention to full-time performance of the terminate Executive’s duties hereunder prior to employment. In such event, Executive’s employment with the expiration of such thirty-day notice period.Company shall terminate effective on the 30th day

Death or Disability. The Executive’s 's employment with the Employer hereunder shall terminate automatically upon the Executive’s death's death during the Employment Term. In addition, if If the Board Company determines in good faith that a Disability of the Executive has incurred a Disabilityoccurred during the Employment Term (pursuant to the definition of Disability set forth below), it the Company may terminate give to the Executive’s employment upon thirty days’ Executive written notice provided in accordance with Section 13(b7(d) hereof if the Executive shall not have returned of this Agreement of its intention to full-time performance of terminate the Executive’s duties hereunder prior to 's employment hereunder. In such event, the expiration of such thirty-day notice period.Executive's employment with the Company shall terminate effective on