Common use of Death, Retirement or Disability Clause in Contracts

Death, Retirement or Disability. Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that Executive has become Disabled (as defined below) during the Employment Period, it may give Executive written notice in accordance with Section 16(f) of this Agreement of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, Executive shall be Disabled if either of the following conditions is met: (i) Executive is unable 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 12 months; or (ii) Executive is, 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

Death, Retirement or Disability. Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean a voluntary, normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service; provided, however, a termination by Executive for Good Reason shall not be considered Retirement. If the Company determines in good faith that Executive has become Disabled (as defined below) during the Employment Period, it may give Executive written notice in accordance with Section 16(f) of this Agreement of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, Executive shall be Disabled if either of the following conditions is met: (i) Executive is unable 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 12 months; or (ii) Executive is, 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

Death, Retirement or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Retirement during the Employment Periodterm of this Agreement. For purposes of this Agreement, “Retirement” shall mean means a voluntary termination of employment that qualifies as normal or early retirement as defined in under the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination separation from service, as defined pursuant to Section 409A of the Code, after age 65 with ten years of service. As of the Effective Date, the Company’s retirement plan defines early retirement as voluntary termination after age 55 with five years of service, and normal retirement as voluntary termination after age 65. If the Company determines in good faith that the Disability of the Executive has become Disabled occurred (as defined pursuant to the definition of Disability set forth below) during the Employment Period), it may give to the Executive written notice in accordance with Section 16(f11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th 90th day after receipt of such written notice by the Executive (the “Disability Effective Date”), provided provided, that, within the 30 90 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, Executive shall be Disabled if either of “Disability” means the following conditions is met: (i) Executive is (x) unable 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 12 months; , as determined by a physician selected by the Company or its insurers and acceptable to the Executive, or (iiy) Executive is, 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company, whichever is more favorable to the Executive.

Death, Retirement or Disability. Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that Executive has become Disabled (as defined below) during the Employment Period, it may give to Executive written notice in accordance with Section 16(f) of this Agreement of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, Executive shall be Disabled if either of the following conditions is met: (i) Executive is unable 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 12 months; or (ii) Executive is, 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

Death, Retirement or Disability. (a) Death, Retirement or Disability. Executive’s 's employment and the Employment Period shall terminate automatically upon Executive’s 's death or Retirement during the Employment PeriodRetirement. For purposes of this Agreement, “"Retirement” " shall mean normal retirement as defined in the Company’s 's then-current retirement plan, or if there is no such retirement plan, “"Retirement” " shall mean voluntary termination after age 65 with at least ten years of service. If the Company determines in good faith that the Disability of Executive has become Disabled occurred (as defined pursuant to the definition of Disability set forth below) during the Employment Period), it may give to Executive written notice in accordance with Section 16(f) of this Agreement of its intention to terminate Executive’s 's employment. In such event, Executive’s 's employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “"Disability Effective Date”"), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s 's duties. For purposes of this Agreement, Executive "Disability" shall be Disabled mean a mental or physical disability as determined by the Board in accordance with standards and procedures similar to those under the Company's employee long-term disability plan, if either any. At any time that the Company does not maintain such a long-term disability plan, Disability shall mean the inability of Executive, as determined by the following conditions is met: (i) Executive is unable Board, to engage in any substantial gainful activity by reason substantially perform the essential functions of any his regular duties and responsibilities due to a medically determinable physical or mental impairment that illness which has lasted (or can reasonably be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (iilast) Executive is, 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companysix consecutive months.

Death, Retirement or Disability. Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that Executive has become Disabled (as defined below) during the Employment Period, it may give Executive written notice in accordance with Section 16(f) of this Agreement of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, Executive shall be Disabled if either of the following conditions is met: (i) Executive is unable 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 12 months; or (ii) Executive is, 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.’

Death, Retirement or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Retirement during the Employment Periodterm of this Agreement. For purposes of this Agreement, “Retirement” shall mean means a voluntary termination of employment that qualifies as normal or early retirement as defined in under the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination separation from service, as defined pursuant to Internal Revenue Code Section 409A, after age 65 with ten years of service. As of the Effective Date, the Company’s retirement plan defines early retirement as voluntary termination after age 55 with five years of service, and normal retirement as voluntary termination after age 65. If the Company determines in good faith that the Disability of the Executive has become Disabled occurred (as defined pursuant to the definition of Disability set forth below) during the Employment Period), it may give to the Executive written notice in accordance with Section 16(f11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th 90th day after receipt of such written notice by the Executive (the “Disability Effective Date”), provided that, within the 30 90 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, Executive shall be Disabled if either of “Disability” means the following conditions is met: (i) Executive is (1) unable 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 12 months; , as determined by a physician selected by the Company or its insurers and acceptable to the Executive, or (ii2) Executive is, 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company, whichever is more favorable to the Executive.