Common use of Disability and Death Clause in Contracts

Disability and Death. (a) Upon the disability, as defined in subparagraph 5(b) hereof, of Executive during the Employment Period, Company may, in its sole discretion, terminate Executive's employment; provided that if the Company elects to so terminate Executive's employment, Executive shall be entitled to receive, immediately upon such termination in a lump sum payment, (i) accrued but unpaid salary, (ii) expense reimbursement, (iii) accrued but unpaid Incentive Bonus Compensation, and (iv) an amount from the Company monthly which, when added to the amount received by the Executive from any disability policy in effect for the Executive at the time of his disability will equal the Executive's salary for a twelve (12) month period following the date of disability termination, as if the disability termination had not occurred. In addition, on an ongoing basis consistent with the payment amounts and payment terms detailed herein, AGI shall pay to Executive any Incentive Bonus Compensation, as herein defined, vested as of the date of Executive’s disability termination, for the number of months vested as of the date of Executive’s disability termination. Provided, however, in the event Executive partially perform and discharge the duties previously performed by him for Company, nothing herein shall prevent the Executive from continuing his duties in a part-time capacity, at a level of Compensation to be determined at that time. (b) For purposes of this Agreement the term "disability" shall mean Executive's inability to continue to materially and substantially perform and discharge the duties previously required of him on behalf of the Company for an aggregate period exceeding three (3) consecutive months within any twelve (12) month consecutive period. (c) In the event that Company intends to terminate the employment of Executive because of disability, Company shall give the Executive no less than thirty (30) days’ prior written notice of its intention to terminate Executive’s employment. In the event that Executive denies that he is disabled from performing the material functions of his job, and there is a dispute between the Parties as to what constitutes a disability, such dispute shall be finally determined by a physician mutually agreed upon by Executive and Company. If a mutually acceptable physician cannot be selected, such designations shall be made by Executive and Company each choosing a physician, which shall then mutually select a third physician (collectively called the "panel"). The panel's determination shall be made by majority vote and such determination shall be deemed binding and conclusive. The Parties agree to fully cooperate with whatever procedures and examinations may be required in order to allow the panel to make its determination. (d) Upon the death of Executive, this Agreement shall automatically terminate. Executive’s legal representative shall be entitled to receive, immediately upon such termination, in a lump sum payment, accrued but unpaid salary, expense reimbursement and Incentive Bonus Compensation payable to Executive as of the date of Executive’s death, In addition, on an ongoing basis consistent with the payment terms detailed herein, AGI shall pay to Executive’s legal representative the Base Salary, Second Year Base Salary and Third Year Base Salary not previously paid to Executive, as well as Incentive Bonus Compensation, as herein defined, for a period of twelve (12) months commencing on the date of Executive’s death. In said circumstance, no additional vested Incentive Bonus Compensation shall be payable.

Disability and Death. (a) Upon In the disabilityevent of the permanent disability of Employee, as defined in subparagraph 5(b) hereinafter defined, the Company shall have the right thereafter to terminate this Agreement with Employee by sending written notice of such termination to Employee, and thereupon this Agreement shall terminate. For purposes hereof, "permanent disability" shall mean the inability of Executive during the Employment PeriodEmployee to perform his duties hereunder due to physical or mental illness, Company mayincluding drug abuse and alcoholism, for four (4) months in its sole discretion, terminate Executive's employment; provided that if the Company elects to so terminate Executive's employment, Executive shall be entitled to receive, immediately upon such termination in a lump sum payment, (i) accrued but unpaid salary, (ii) expense reimbursement, (iii) accrued but unpaid Incentive Bonus Compensation, and (iv) an amount from the Company monthly which, when added to the amount received by the Executive from any disability policy in effect for the Executive at the time of his disability will equal the Executive's salary for a twelve (12) consecutive month period following the date of disability termination, as if the disability termination had not occurredperiod. In addition, on an ongoing basis consistent the "permanent disability" of Employee shall also have been deemed to have occurred if the Employee shall have had appointed a guardian or conservator for him or such appointment shall have been made by a court of competent jurisdiction. (b) The parties hereto hereby agree that if a disagreement arises as to whether a condition of disability exists hereunder, Employee shall submit to a physical examination by a physician of the Company's choice affiliated with either The Cleveland Clinic or University Hospitals, or their successors. The physician's determination shall be conclusive upon all parties. The Company shall bear the payment amounts expense of the physician. Employee hereby consents to the examination provided for herein and payment terms detailed hereinwaives, AGI if applicable, any privilege that exists between any physician and Employee as a result of such examination. (c) This Agreement shall pay to Executive any Incentive Bonus Compensation, as herein defined, vested also terminate upon and as of the date of Executive’s disability terminationdeath of the Employee at any time during the Employment Term. In the event of the death of Employee, for the number of months vested as of all Compensation due Employee up to the date of Executive’s death, as well as salary due through the remainder of the current employment year, shall be paid to Employee's estate or beneficiaries. (d) Notwithstanding anything contained herein to the contrary, Employee shall be compensated as set forth in this Agreement, through the date of termination of this Agreement due to permanent disability termination. Providedor death; provided, however, in the event Executive partially perform and discharge of permanent disability any such compensation shall be reduced by any amounts payable to Employee from or in respect of disability insurance plan for which the duties previously performed by him for Company, nothing herein shall prevent the Executive from continuing his duties in a part-time capacity, at a level of Compensation to be determined at that time. (b) For purposes of this Agreement the term "disability" shall mean Executive's inability to continue to materially and substantially perform and discharge the duties previously required of him on behalf Company has paid any portion of the Company premiums therefore and which payments are received by the Employee for an aggregate period exceeding three (3) consecutive months within any twelve (12) month consecutive period. (c) In the event that Company intends to terminate the employment of Executive because of disability, Company shall give the Executive no less than thirty (30) days’ prior written notice of its intention to terminate Executive’s employment. In the event that Executive denies that he is disabled from performing the material functions of his job, and there is a dispute between the Parties as to what constitutes a disability, such dispute shall be finally determined by a physician mutually agreed upon by Executive and Company. If a mutually acceptable physician cannot be selected, such designations shall be made by Executive and Company each choosing a physician, which shall then mutually select a third physician (collectively called the "panel"). The panel's determination shall be made by majority vote and such determination shall be deemed binding and conclusive. The Parties agree to fully cooperate with whatever procedures and examinations may be required in order to allow the panel to make its determination. (d) Upon the death of Executive, this Agreement shall automatically terminate. Executive’s legal representative shall be entitled to receive, immediately upon such termination, in a lump sum payment, accrued but unpaid salary, expense reimbursement and Incentive Bonus Compensation payable to Executive as of the date of Executive’s death, In addition, on an ongoing basis consistent with the payment terms detailed herein, AGI shall pay to Executive’s legal representative the Base Salary, Second Year Base Salary and Third Year Base Salary not previously paid to Executive, as well as Incentive Bonus Compensation, as herein defined, for a period of twelve (12) months commencing on the date of Executive’s death. In said circumstance, no additional vested Incentive Bonus Compensation shall be payablesuch incapacity or illness.

Disability and Death. (a) Upon In the disabilityevent of the Permanent Disability of Employee, as defined in subparagraph 5(bthe Company shall have the right thereafter to terminate this Agreement with Employee by sending written notice of such termination to Employee, and thereupon this Agreement shall terminate. (b) hereof, of Executive during the Employment Period, Company may, in its sole discretion, terminate Executive's employment; provided The parties hereto hereby agree that if a disagreement arises as to whether a condition of Permanent Disability exists hereunder, Employee shall submit to a physical examination by a physician of the Company elects to so terminate Executive's employmentCompany’s choice affiliated with either The Cleveland Clinic or University Hospitals, Executive or their successors. The physician’s determination shall be entitled to receive, immediately conclusive upon such termination in a lump sum payment, (i) accrued but unpaid salary, (ii) all parties. The Company shall bear the expense reimbursement, (iii) accrued but unpaid Incentive Bonus Compensation, and (iv) an amount from of the Company monthly which, when added physician. Employee hereby consents to the amount received by the Executive from examination provided for herein and waives, if applicable, any disability policy in effect for the Executive at the time privilege that exists between any physician and Employee as a result of his disability will equal the Executive's salary for a twelve such examination. (12c) month period following the date of disability termination, as if the disability termination had not occurred. In addition, on an ongoing basis consistent with the payment amounts This Agreement shall also terminate upon and payment terms detailed herein, AGI shall pay to Executive any Incentive Bonus Compensation, as herein defined, vested as of the date of Executive’s disability terminationdeath of the Employee at any time during the Employment Term. In the event of the death of Employee, for the number of months vested as of all Compensation due Employee up to the date of Executivedeath, as well as salary due through the remainder of the current employment year, shall be paid to Employee’s disability termination. Providedestate or beneficiaries. (d) Notwithstanding anything contained herein to the contrary, Employee shall be compensated as set forth in this Agreement, through the date of termination of this Agreement due to Permanent Disability or death; provided, however, in the event Executive partially perform and discharge of Permanent Disability any such compensation shall be reduced by any amounts payable to Employee from or in respect of disability insurance plan for which the duties previously performed by him for Company, nothing herein shall prevent the Executive from continuing his duties in a part-time capacity, at a level of Compensation to be determined at that time. (b) For purposes of this Agreement the term "disability" shall mean Executive's inability to continue to materially and substantially perform and discharge the duties previously required of him on behalf Company has paid any portion of the Company premiums therefore and which payments are received by the Employee for an aggregate period exceeding three (3) consecutive months within any twelve (12) month consecutive period. (c) In the event that Company intends to terminate the employment of Executive because of disability, Company shall give the Executive no less than thirty (30) days’ prior written notice of its intention to terminate Executive’s employment. In the event that Executive denies that he is disabled from performing the material functions of his job, and there is a dispute between the Parties as to what constitutes a disability, such dispute shall be finally determined by a physician mutually agreed upon by Executive and Company. If a mutually acceptable physician cannot be selected, such designations shall be made by Executive and Company each choosing a physician, which shall then mutually select a third physician (collectively called the "panel"). The panel's determination shall be made by majority vote and such determination shall be deemed binding and conclusive. The Parties agree to fully cooperate with whatever procedures and examinations may be required in order to allow the panel to make its determination. (d) Upon the death of Executive, this Agreement shall automatically terminate. Executive’s legal representative shall be entitled to receive, immediately upon such termination, in a lump sum payment, accrued but unpaid salary, expense reimbursement and Incentive Bonus Compensation payable to Executive as of the date of Executive’s death, In addition, on an ongoing basis consistent with the payment terms detailed herein, AGI shall pay to Executive’s legal representative the Base Salary, Second Year Base Salary and Third Year Base Salary not previously paid to Executive, as well as Incentive Bonus Compensation, as herein defined, for a period of twelve (12) months commencing on the date of Executive’s death. In said circumstance, no additional vested Incentive Bonus Compensation shall be payablesuch incapacity or illness.

Disability and Death. (a) Upon If, prior to the disability, as defined in subparagraph 5(b) hereof, expiration of Executive during the Employment Period, Company may, in its sole discretion, terminate Executive's employment; provided that if the Company elects to so terminate Executive's employment, Executive shall be entitled unable to receiveperform his duties hereunder by reason of physical or mental disability for at least ninety (90) consecutive calendar days, immediately upon such termination in a lump sum payment, (i) accrued but unpaid salary, (ii) expense reimbursement, (iii) accrued but unpaid Incentive Bonus Compensation, and (iv) an amount from the Company monthly which, when added shall have the right to terminate this Agreement and the remainder of the Employment Period by giving written notice to the amount received by Executive to that effect. Immediately upon the Executive from any disability policy in effect for giving of such notice, the Executive at the time of his disability will equal the Executive's salary for a twelve (12) month period following the date of disability termination, as if the disability termination had not occurred. In addition, on an ongoing basis consistent with the payment amounts and payment terms detailed herein, AGI Employment Period shall pay to Executive any Incentive Bonus Compensation, as herein defined, vested as of the date of Executive’s disability termination, for the number of months vested as of the date of Executive’s disability termination. Provided, however, in the event Executive partially perform and discharge the duties previously performed by him for Company, nothing herein shall prevent the Executive from continuing his duties in a part-time capacity, at a level of Compensation to be determined at that timeterminate. (b) For purposes Upon termination of this Agreement pursuant to Section 8(a), the term "disability" Executive shall mean Executive's inability be paid his Base Salary through the effective date of such termination. All other compensation and benefits provided for in Section 3 of this Agreement shall cease upon termination pursuant to continue to materially and substantially perform and discharge the duties previously Section 8(a), except as otherwise required of him on behalf of the Company for an aggregate period exceeding three (3) consecutive months within any twelve (12) month consecutive periodby applicable law. (c) In the event that Company intends of a dispute as to terminate the employment of Executive because of disability, Company shall give whether the Executive no less than thirty (30) days’ prior written notice of its intention to terminate Executive’s employment. In the event that Executive denies that he is disabled within the meaning of Section 8(a), either party may from performing time to time request a medical examination of the material functions Executive by a doctor appointed by the Chief of his jobStaff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and there is a dispute between the Parties written medical opinion of such doctor shall be conclusive and binding upon the parties as to what constitutes a disability, whether the Executive has become disabled and the date when such dispute disability arose. The cost of any such medical examination shall be finally determined borne by a physician mutually agreed upon by Executive and Company. If a mutually acceptable physician cannot be selected, such designations shall be made by Executive and Company each choosing a physician, which shall then mutually select a third physician (collectively called the "panel"). The panel's determination shall be made by majority vote and such determination shall be deemed binding and conclusive. The Parties agree to fully cooperate with whatever procedures and examinations may be required in order to allow the panel to make its determinationrequesting party. (d) Upon If, prior to the expiration of the Employment Period or the termination of this Agreement, the Executive shall die, the Executive's estate shall be paid his Base Salary and other compensation due through such date of death. Except as otherwise provided in this Section 8(d), upon the death of the Executive, the Employment Period shall terminate without further notice and the Company shall have no further obligations hereunder, including, without limitation, obligations with respect to compensation, and benefits provided for in Section 3 of this Agreement shall automatically terminate. Executive’s legal representative shall be entitled Agreement, other than as set forth in the immediately preceding sentence or as otherwise required by law. (e) Any termination under this Section 8 is subject to receive, immediately upon such termination, in a lump sum payment, accrued but unpaid salary, expense reimbursement and Incentive Bonus Compensation payable to Executive as the provisions of the date of Executive’s death, In addition, on an ongoing basis consistent with the payment terms detailed herein, AGI shall pay to Executive’s legal representative the Base Salary, Second Year Base Salary and Third Year Base Salary not previously paid to Executive, as well as Incentive Bonus Compensation, as herein defined, for a period of twelve (12) months commencing on the date of Executive’s death. In said circumstance, no additional vested Incentive Bonus Compensation shall be payableSection 18 hereof.

Disability and Death. (a) Upon the disability, as defined in subparagraph 5(b) hereof, of Executive If during the Employment PeriodTerm Employee should die or suffer any physical or mental illness that renders him incapable of fulfilling his obligations under this Agreement, and such incapacity exists or may properly and reasonably be expected to exist for more than one hundred eighty (180) calendar days in the aggregate, the Company may, in its sole discretionupon five (5) calendar days written notice to Employee, terminate Executivethis Agreement. The determination of the Company that Employee is incapable of fulfilling his obligations under this Agreement, together with a written report of a medical examination so stating, to which examination by a physician selected by the Company the Employee hereby agrees to submit, shall be final and binding in the absence of fraud or manifest error. In the event of termination under this Subsection 11.C, Employee, or his estate, as the case may be, shall be entitled to an amount equal to eight (8) months' Salary, payable in a lump sum within thirty (30) days of such termination, and any other accrued compensation, plus such additional benefits, if any, as may be approved by the Company's employmentBoard of Directors; provided that if the Company elects to so terminate Executive's employmentshall have in force disability insurance or a life insurance policy, Executive shall be entitled to receiveas the case may be, immediately upon such termination with the Employee or his designee as beneficiary, in a lump sum paymentan aggregate amount not less than eight (8) months salary of the Employee, (i) accrued but unpaid salary, (ii) expense reimbursement, (iii) accrued but unpaid Incentive Bonus Compensation, and (iv) an amount from then the Company monthly which, when added shall not be obligated to the pay any amount received by the Executive from hereunder other than any disability policy in effect for the Executive at the time of his disability will equal the Executive's salary for a twelve (12) month period following the date of disability termination, as if the disability termination had not occurred. In addition, on an ongoing basis consistent with the payment amounts and payment terms detailed herein, AGI shall pay to Executive any Incentive Bonus Compensation, as herein defined, vested accrued compensation as of the date of Executive’s disability termination, for plus such additional benefits, if any, as may be accrued by the Company's Board of Directors. Employee, or his estate, as the case may be, shall, upon termination under the terms of this Subsection 11.C, be further entitled to additional compensation, to be calculated on a pro rata basis according to the number of months vested as accrued vacation and sick days, if any, not taken by Employee during the year defined for the purposes of the date of Executive’s disability termination. Provided, howevervacation and sick leave, in the event Executive partially perform and discharge the duties previously performed by him for Company, nothing herein shall prevent the Executive from continuing his duties in a part-time capacity, at a level of Compensation to be determined at that timewhich Employee was terminated. (b) For purposes of this Agreement the term "disability" shall mean Executive's inability to continue to materially and substantially perform and discharge the duties previously required of him on behalf of the Company for an aggregate period exceeding three (3) consecutive months within any twelve (12) month consecutive period. (c) In the event that Company intends to terminate the employment of Executive because of disability, Company shall give the Executive no less than thirty (30) days’ prior written notice of its intention to terminate Executive’s employment. In the event that Executive denies that he is disabled from performing the material functions of his job, and there is a dispute between the Parties as to what constitutes a disability, such dispute shall be finally determined by a physician mutually agreed upon by Executive and Company. If a mutually acceptable physician cannot be selected, such designations shall be made by Executive and Company each choosing a physician, which shall then mutually select a third physician (collectively called the "panel"). The panel's determination shall be made by majority vote and such determination shall be deemed binding and conclusive. The Parties agree to fully cooperate with whatever procedures and examinations may be required in order to allow the panel to make its determination. (d) Upon the death of Executive, this Agreement shall automatically terminate. Executive’s legal representative shall be entitled to receive, immediately upon such termination, in a lump sum payment, accrued but unpaid salary, expense reimbursement and Incentive Bonus Compensation payable to Executive as of the date of Executive’s death, In addition, on an ongoing basis consistent with the payment terms detailed herein, AGI shall pay to Executive’s legal representative the Base Salary, Second Year Base Salary and Third Year Base Salary not previously paid to Executive, as well as Incentive Bonus Compensation, as herein defined, for a period of twelve (12) months commencing on the date of Executive’s death. In said circumstance, no additional vested Incentive Bonus Compensation shall be payable.

Disability and Death. (a) Upon If the disability, as defined in subparagraph 5(b) hereof, of Executive Employee becomes disabled during the Employment Period, Company maythe Employee shall continue to receive his full Salary, in its sole discretionVacation, terminate Executive's Bonus and all other benefits of employment; provided provided, however, that if the Employee becomes physically or mentally disabled so that he is unable to perform his normal duties hereunder for 180 consecutive days, then the Company elects may upon 30 day's written notice to so the Employee (but before the Employee has recovered from such disability) terminate Executivethe Employee's employment, Executive . Evidence of disability shall be entitled certified in writing by a physician who is acceptable to receiveboth Company and the Employee. For purposes of this Section 11, immediately upon the expiration of such termination in a lump sum payment, (i) accrued but unpaid salary, (ii) expense reimbursement, (iii) accrued but unpaid Incentive Bonus Compensation, and (iv) an amount from 30 day period shall be the Company monthly which, when added to the amount received by the Executive from any disability policy in effect for the Executive at the time "Date of his disability will equal the Executive's salary for a twelve (12) month period following the date of disability termination, as if the disability termination had not occurred. In addition, on an ongoing basis consistent with the payment amounts and payment terms detailed herein, AGI shall pay to Executive any Incentive Bonus Compensation, as herein defined, vested as of the date of Executive’s disability termination, for the number of months vested as of the date of Executive’s disability termination. Provided, however, in the event Executive partially perform and discharge the duties previously performed by him for Company, nothing herein shall prevent the Executive from continuing his duties in a part-time capacity, at a level of Compensation to be determined at that timeTermination." (b) In the event of the Employee's death during the Employment Period, the Employee's employment shall immediately terminate. For purposes of this Agreement Section 11, the term Employee's date of death shall be the "disability" shall mean Executive's inability to continue to materially and substantially perform and discharge the duties previously required Date of him on behalf of the Company for an aggregate period exceeding three (3) consecutive months within any twelve (12) month consecutive periodTermination." (c) In If the event that Company intends Employee's employment is terminated pursuant to terminate Section 11(a), then the employment of Executive because of disability, Company shall give pay or provide to the Executive no less than thirty (30) days’ prior written notice Employee in full and complete satisfaction of all of its intention to terminate Executive’s employment. In obligations hereunder the event that Executive denies that he is disabled from performing following amounts or other benefits: (i) the material functions Employee's unpaid Salary, Vacation and Bonus earned and accrued as of his job, the Date of Termination and there is a dispute between in accordance with the Parties as to what constitutes a disabilityterms of the applicable written agreements or plans, such dispute shall be finally determined by a physician mutually agreed upon by Executive and Company. If a mutually acceptable physician cannot be selected, such designations shall payments to be made by Executive within 30 days of the Date of Termination; (ii) the Employee's Salary and Company each choosing Bonus as in effect at the Date of Termination on a physicianperiodic basis for a period of one year after the Date of Termination, which shall then mutually select subject, however, to adjustment pursuant to the formula set forth in Section 4(a); (iii) the Employee's Salary as in effect at the Date of Termination for a third physician period commencing one year after the Date of Termination until his death, subject, however, to adjustment pursuant to the formula set forth in Section 4(a); (collectively called iv) the "panel"). The panel's determination shall be made by majority vote and such determination shall be deemed binding and conclusive. The Parties agree to fully cooperate with whatever procedures and examinations may be required benefits set forth in order to allow Section 7(f) until the panel to make its determinationdeath of the Employee; and (v) use of the Automobiles (but no driver) until 90 days after the death of the Employee. (d) Upon If the death Employee's employment is terminated pursuant to Section 11(b), then the Company shall pay or provide to the Employee's estate in satisfaction of Executiveall of its obligations hereunder the following amounts or other benefits: (i) the Employee's unpaid Salary, this Agreement shall automatically terminate. Executive’s legal representative shall be entitled to receive, immediately upon such termination, in a lump sum payment, Vacation and Bonus earned and accrued but unpaid salary, expense reimbursement and Incentive Bonus Compensation payable to Executive as of the date Date of Executive’s death, In addition, on an ongoing basis consistent Termination and in accordance with the payment terms detailed hereinof the applicable written agreements or plans, AGI shall pay such payments to Executive’s legal representative be made within 30 days of the Base Salary, Second Year Base Date of Termination; (ii) the Employee's Salary and Third Year Base Salary not previously paid to Executive, Bonus as well as Incentive Bonus Compensation, as herein defined, in effect at the Date of Termination on a periodic basis for a period of twelve one year after the Date of Termination, subject, however, to adjustment pursuant to the formula set forth in Section 4(a); and (12iii) months the Employee's Salary as in effect at the Date of Termination on a periodic basis for a period of one year commencing one year after the Date of Termination, subject, however, to adjustment pursuant to the formula set forth in Section 4(a). (e) In no event shall the Company be obligated to issue stock options pursuant to Section 4(d) if the Employee is not an employee of the Company on the date when such options would otherwise be granted. Nothing herein to the contrary notwithstanding, termination because of Executive’s death. In said circumstance, no additional the Employee's death or disability shall not affect his right and/or either his beneficiaries' or guardians' rights to receive vested Incentive Bonus Compensation shall be payablefringe benefits.

Disability and Death. (a) Upon In the disabilityevent of the permanent disability of Executive, as defined in subparagraph 5(b) hereinafter defined, the Company shall have the right thereafter to terminate this Agreement with Executive by sending written notice of such termination to Executive, and thereupon this Agreement shall terminate. For purposes hereof, "permanent disability" shall mean the inability of Executive during the Employment Periodto perform his duties hereunder due to physical or mental illness, Company mayincluding drug abuse and alcoholism, for six (6) months in its sole discretion, terminate Executive's employment; provided that if the Company elects to so terminate Executive's employment, Executive shall be entitled to receive, immediately upon such termination in a lump sum payment, (i) accrued but unpaid salary, (ii) expense reimbursement, (iii) accrued but unpaid Incentive Bonus Compensation, and (iv) an amount from the Company monthly which, when added to the amount received by the Executive from any disability policy in effect for the Executive at the time of his disability will equal the Executive's salary for a twelve (12) consecutive month period following the date of disability termination, as if the disability termination had not occurredperiod. In addition, on an ongoing basis consistent with the payment amounts "permanent disability" of Executive shall also have been deemed to have occurred if the Executive shall have had appointed a guardian or conservator for him or such appointment shall have been made by a court of competent jurisdiction. (b) The parties hereto hereby agree that if a disagreement arises as to whether a condition of disability exists hereunder, Executive shall submit to a physical examination by a physician of his own choice and payment terms detailed hereinby a physician of the Company's choice. If either physician so chosen does not agree as to the determination of disability, AGI the two physicians shall pay mutually select a third qualified physician, whose determination shall be conclusive upon all parties. Each party shall bear the expense of the physician selected by such party and the expense of the third physician shall be borne equally by Executive and the Company. Executive hereby consents to the examination provided for herein and waives, if applicable, any privilege which exists between any physician and Executive any Incentive Bonus Compensation, as herein defined, vested a result of such examination. (c) This Agreement shall also terminate upon and as of the date of Executive’s disability terminationdeath of the Executive at any time during the term of this Agreement. (d) Notwithstanding anything contained herein to the contrary, for the number of months vested Executive shall be compensated as of set forth in this Agreement through the date of Executive’s termination of this Agreement due to permanent disability termination. Providedor death, provided, however, in the event Executive partially perform and discharge the duties previously performed by him for Company, nothing herein shall prevent the Executive from continuing his duties in a part-time capacity, at a level of Compensation to be determined at that time. (b) For purposes of this Agreement the term "disability" shall mean Executive's inability to continue to materially and substantially perform and discharge the duties previously required of him on behalf of the Company for an aggregate period exceeding three (3) consecutive months within permanent disability any twelve (12) month consecutive period. (c) In the event that Company intends to terminate the employment of Executive because of disability, Company shall give the Executive no less than thirty (30) days’ prior written notice of its intention to terminate Executive’s employment. In the event that Executive denies that he is disabled from performing the material functions of his job, and there is a dispute between the Parties as to what constitutes a disability, such dispute compensation shall be finally determined reduced by a physician mutually agreed upon by Executive and Company. If a mutually acceptable physician cannot be selected, such designations shall be made by Executive and Company each choosing a physician, which shall then mutually select a third physician (collectively called the "panel"). The panel's determination shall be made by majority vote and such determination shall be deemed binding and conclusive. The Parties agree to fully cooperate with whatever procedures and examinations may be required in order to allow the panel to make its determination. (d) Upon the death of Executive, this Agreement shall automatically terminate. Executive’s legal representative shall be entitled to receive, immediately upon such termination, in a lump sum payment, accrued but unpaid salary, expense reimbursement and Incentive Bonus Compensation any amounts payable to Executive as from or in respect of disability insurance plans for which the Company has paid any portion of the premiums therefore and which payments are received by the Executive for the period of such incapacity or illness. If the Executive dies during the term of this Agreement, not later than 90 days after the date of Executive’s death, In addition, on an ongoing basis consistent with the payment terms detailed herein, AGI Company shall pay the Executive's estate or other designated beneficiary an amount equal to two times the Executive’s legal representative the Base Salary, Second Year Base Salary and Third Year Base Salary not previously paid to Executive, as well as Incentive Bonus Compensation, as herein defined, for a period of twelve (12) months commencing 's annual salary on the date of Executive’s death. In said circumstance, no additional vested Incentive Bonus Compensation shall be payable.