Common use of Disability Clause in Contracts

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate the Executive’s employment hereunder for "“Disability" ” if, as a result of his the Executive’s incapacity due to physical or mental illnessillness or injury, he after any accommodation required by law, the Executive shall have been absent from unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four ninety (90) consecutive monthsdays, and within 30 thirty (30) days after written notice Notice of termination Termination (as defined in Section 4 below) for Disability is given (which may occur before or after following such 90-day period the end of such four-month period) he Executive shall not have returned to the performance of his duties on a full-time performance of his dutiesbasis.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate the Executive’s employment hereunder for "“Disability" ” if, as a result of his the Executive’s incapacity due to physical or mental illnessillness or injury, he the Executive shall have been absent from unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four ninety (90) consecutive monthsdays, and within 30 thirty (30) days after written notice Notice of termination Termination (as defined in Section 4 below) for Disability is given (which may occur before or after following such 90-day period the end of such four-month period) he Executive shall not have returned to the performance of his duties on a full-time performance of his dutiesbasis.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he Company shall have been absent from his the right to terminate Executive’s employment hereunder for Disability (as defined below). “Disability” shall mean Executive’s inability to perform Executive’s duties with the Corporation hereunder on a full-time basis for the entire a period of four consecutive monthsninety (90) days during any three hundred sixty-five (365) day period, and within 30 days after written notice as a result of termination is given (which may occur before physical or after mental incapacity as determined by a medical doctor reasonably selected in good faith by the end of such four-month periodCompany. Any action taken pursuant to this Section 7(b) he shall not have returned to be in accordance with the full-time performance of his dutiesAmericans with Disabilities Act.

Disability. The Executive's ’s employment shall be deemed to have been terminated for "“Disability" ” if, as a result of his the Executive’s incapacity due to physical or mental illness, he the Executive shall have been absent from his or her duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he the Executive shall not have returned to the full-time performance of his or her duties.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate the Executive’s employment hereunder for "“Disability" ” if, as a result of his the Executive’s incapacity due to physical or mental illnessillness or injury, he the Executive shall have been absent from unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four one hundred eighty (180) consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesdays.

Disability. The Executive's employment shall hereunder may be deemed to have been terminated for "Disability" if, as a result by the Company in the event of his incapacity due to Executive's physical or mental illness, he shall have been absent from incapacity or inability to perform his duties with the Corporation on as contemplated under this Agreement for a full-time basis for the entire period of four at least one hundred twenty (120) consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesdays.

Disability. The Company shall have the right to terminate Executive's ’s employment hereunder for Disability by providing Executive with a Notice of Termination (as defined below) at least thirty (30) days prior to such termination. For purposes of this Agreement, “Disability” shall be deemed mean Executive’s becoming incapacitated by reason of sickness, accident or other physical or mental incapacity and having been unable to have been terminated perform his normal duties for "Disability" if, a period of six (6) consecutive months as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesthereof.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, in the reasonable good faith determination of the Board of Directors, as a result of his the Executive's incapacity due to physical or mental illnessillness or disability, he the Executive shall have been absent from incapable of performing his duties hereunder even with the Corporation a reasonable accommodation on a full-time basis for the entire period of four three consecutive monthsmonths or any 90 days in a 180-day period, and within 30 days after written notice Notice of termination Termination (as defined in Section 6(c)) is given (which may occur before or after the end of such four-month period) he shall not have returned to the performance of his duties hereunder on a full-time performance of his dutiesbasis, the Employer may terminate the Executive's employment hereunder.

Disability. The Executive's In the event that Executive becomes disabled during his employment shall be deemed to have been terminated for "Disability" ifhereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result result, is unable to perform the essential functions of his incapacity due position hereunder, with or without reasonable accommodation, for at least eighty (80) days during any period of one-hundred eighty (180) consecutive calendar days, the Company may terminate the Executive’s employment with thirty (30) day written notice. In that event, the Company shall pay to physical or mental illnessthe Executive, he any earned and unpaid Base Salary and his pro-rated annual Target Bonus through the date of termination. The Company shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before no further obligation or after the end of such four-month period) he shall not have returned liability to the full-time performance of his dutiesExecutive.

Disability. The Executive's employment shall may be deemed to have been terminated for "Disability" if, as a result of his incapacity by the Company due to illness or other physical or mental illnessdisability of the Executive, he shall have been absent from resulting in his inability to perform substantially his duties with the Corporation on under this Agreement for a full-time basis for the entire period of four ninety (90) or more consecutive months, and within 30 days after written notice of termination is given or for one hundred eighty (which may occur before or after 180) days in the end of such four-aggregate during any consecutive twelve (12) month period) he shall not have returned to the full-time performance of his dutiesperiod ("Disability").

Disability. The Company may terminate Executive's ’s employment after having established Executive’s Disability, subject to the payment by the Company to Executive of the benefits provided in Section 7(b) hereof. For purposes of this Agreement, “Disability” shall be deemed mean Executive’s inability to have been terminated for "Disability" if, as a result substantially perform his duties and responsibilities hereunder by reason of his incapacity due to any physical or mental illnessincapacity for two or more periods of ninety (90) consecutive days each in any three hundred and sixty (360) day period, he shall have been absent from his duties as determined by a physician with no history of prior dealings with the Corporation on a full-time basis for Company or Executive, as reasonably agreed upon by the entire period of four consecutive months, Company and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesExecutive.

Disability. The Company may immediately terminate the Executive's employment shall be deemed due to have been terminated for his "Disability." For purposes of this Agreement, "Disability" if, shall mean a good faith determination by the Board in accordance with applicable law that as a result of his incapacity due to a physical or mental injury or illness, he shall have been absent from the Executive is unable to perform the essential functions of his duties job with the Corporation on or without reasonable accommodation for a full-time basis for the entire period of four (i) ninety (90) consecutive months, and within 30 days after written notice of termination is given or (which may occur before or after the end of such four-ii) one hundred eighty (180) days in any twelve (12) month period) he shall not have returned to the full-time performance of his duties.

Disability. The Company may terminate Executive's employment shall be deemed hereunder, upon written notice to have been terminated for "Disability" ifExecutive, in the event that Executive becomes disabled during the Term through any condition of either a physical or psychological nature and, as a result result, is, with or without reasonable accommodation, unable to perform the essential functions of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on services contemplated hereunder for (a) a full-time basis for the entire period of four ninety (90) consecutive monthsdays, and within 30 or (b) for shorter periods aggregating one hundred twenty (120) days after written notice of termination is given during any twelve (which may occur before or after 12) month period during the end of such four-month period) he shall not have returned to the full-time performance of his dutiesTerm.

Disability. The Executive's ’s employment shall may be deemed to have been terminated for "Disability" if, as a result of his incapacity by the Employer due to illness or other physical or mental illnessdisability of the Executive, he shall have been absent from his resulting in Executive’s inability to perform substantially Executive’s duties with the Corporation on under this Agreement for a full-time basis for the entire period of four ninety (90) or more consecutive months, and within 30 days after written notice of termination is given or for one hundred eighty (which may occur before or after 180) days in the end of such four-aggregate during any consecutive twelve (12) month period) he shall not have returned to the full-time performance of his dutiesperiod (“Disability”).

Disability. The Company may terminate Executive's employment shall be deemed after having established Executive's Disability, subject to have been terminated for the payment by the Company to Executive of the benefits provided in Section 7(b) hereof. For purposes of this Agreement, "Disability" if, as a result shall mean Executive's inability to substantially perform his duties and responsibilities hereunder by reason of his incapacity due to any physical or mental illnessincapacity for two or more periods of ninety (90) consecutive days each in any three hundred and sixty (360) day period, he shall have been absent from his duties as determined by a physician with no history of prior dealings with the Corporation on a full-time basis for Company or Executive, as reasonably agreed upon by the entire period of four consecutive months, Company and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesExecutive.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illnessimpairment, he shall Executive will have been absent from substantially unable to perform his duties with the Corporation on under this Agreement for a full-time basis for the entire continuous period of four consecutive months180 days or for 210 days within any one-year period, and within 30 days after written notice then the Company may terminate Executive’s employment as a result of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his duties“Disability.”

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illnessillness or disability, he Executive shall have been absent from incapable of performing his duties hereunder even with the Corporation a reasonable accommodation on a full-time basis for the entire period of four consecutive monthsmonths or any one hundred and twenty (120) days in a one hundred and eighty day (180-day) period, and within 30 thirty (30) days after written notice Notice of termination Termination (as defined in Section 6(d)) is given (which may occur before or after the end of such four-month period) he shall not have returned to the performance of his duties hereunder on a full-time performance of his dutiesbasis, the Employer may terminate Executive’s employment hereunder.

Disability. The Executive's employment shall be deemed If during the Term of this Agreement, Executive becomes physically or mentally unable to have been terminated perform her duties for "the Company hereunder and such incapacity has continued for a total of ninety (90) consecutive days or any one hundred twenty (120) days in a period of three hundred sixty-five (365) consecutive days (“Disability" if”), as a result of his incapacity due to physical or mental illness, he then the Company shall have been absent from his duties the right to terminate Executive’s employment with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after Company upon written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesExecutive.

Disability. The Company, at its option, may terminate Executive's ’s employment upon the Disability of Executive. For purposes of this Agreement, “Disability” shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to mean physical or mental illness, he shall have been absent from his incapacity that renders Executive unable to perform the normal and customary duties of employment of Executive even with the Corporation on a full-time basis reasonable accommodation for the entire (A) 120 days in any twelve (12) month period or (B) for a period of four consecutive months, and within 30 days after written notice of termination is given ninety (which may occur before or after the end of such four-month period90) he shall not have returned to the full-time performance of his dutiessuccessive days.

Disability. The Company may terminate the Executive's employment shall be deemed to have been terminated for "Disability" ifif the Executive, as a result of his incapacity due to physical or mental injury or illness, he shall have been absent from his is unable to perform the Executive's duties with the Corporation on a full-time basis under this Agreement for the entire period an aggregate of four consecutive months, and within 30 135 days after written notice out of termination is given (which may occur before or after the end of such four-month any 270 day period) he shall not have returned to the full-time performance of his duties.

Disability. The Company shall have the right to terminate Executive's employment shall be deemed during the Employment Term upon not less than thirty (30) days prior written notice to have been terminated for "Disability" Executive or his personal representative if, as a result because of his incapacity due to mental or physical or mental illnessdisability, he Executive shall have been absent from incapable, with reasonable accommodation, of satisfactorily performing the essential functions of his duties with the Corporation on job under Section 2 hereof for a full-time basis for the entire continuous period of four consecutive months, and within 30 one hundred twenty (120) days after written notice or for a total period of termination is given two hundred ten (which may occur before or after 210) days in any three hundred sixty (360) day-period prior to the end date of such four-month period) he shall not have returned to the full-time performance of his dutiesnotice.

Disability. The Company may terminate the Executive's ’s employment shall be deemed if the Executive becomes subject to have been terminated for "a Disability" if. For purposes of this Agreement, as a result “Disability” means the Executive is unable to perform the essential functions of his incapacity due to physical position as Executive Vice President , with or mental illnesswithout a reasonable accommodation, he shall have been absent from his duties with the Corporation on for a full-time basis for the entire period of four one-hundred twenty (120) consecutive months, and within 30 days after written notice of termination is given or one-hundred eighty (which may occur before or after the end of such four-180) days during any rolling consecutive twelve (12) month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his the Executive’s incapacity due to physical or mental illness, he the Executive shall have been absent from substantially unable to perform his duties with the Corporation on a full-time basis hereunder for the an entire period of four at least 90 consecutive monthsdays or 180 non-consecutive days within any 365-day period (“Disability”), the Employer shall have the right to terminate the Employment and within 30 days after written the Employment Period without further notice and such termination in and of termination is given (which may occur before or after the end of such four-month period) he itself shall not have returned be, nor shall it be deemed to the full-time performance be, a breach of his dutiesthis Agreement.

Disability. The Company may terminate Executive's ’s employment hereunder due to Executive’s “Disability” (defined below) while Executive is so Disabled. For purposes of this Agreement, a termination due to Executive’s “Disability” shall be deemed to have occurred if the Executive has not been terminated able to perform his material duties for "Disability" if, as one hundred eighty (180) days in a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given three hundred sixty five (which may occur before or after the end of such four-month 365) day period) he shall not have returned to the full-time performance of his duties.

Disability. The Company may, at its option, terminate Executive's employment shall be deemed under this Agreement upon written notice to have been terminated for "Disability" ifExecutive if Executive, as a result because of his incapacity due to physical or mental illnessincapacity or disability, he shall have been absent from fails to perform the essential functions of his duties position, with the Corporation on reasonable accommodation, required of him under this Agreement for a full-time basis for the entire continuous period of four consecutive months, and 120 days or any 180 days within 30 days after written notice of termination is given (which may occur before or after the end of such fourany 12-month period) he shall not have returned to the full-time performance of his duties.

Disability. The Company may terminate Executive's employment shall be deemed to have been terminated for ---------- "Disability" if, as a result of his incapacity due to physical or mental illnessillness or incapacity, he Executive shall not have been absent from performed his duties with the Corporation Company on a full-substantially full- time basis for the entire period of four (i) six (6) consecutive months, and within 30 or (ii) for a total of 180 days after written notice in any given period of termination is given twelve (which may occur before or after the end of such four-month period12) he consecutive months, but only if Executive shall not have returned to the full-time performance of his dutiesduties with the Company during the thirty (30) day period following the delivery by the Company of a written notice of termination for Disability.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illnessillness or disability, he Executive shall have been absent from incapable of performing his duties hereunder even with the Corporation a reasonable accommodation on a full-time basis for the entire period of four consecutive monthsmonths or any one hundred and twenty (120) days in a one hundred and eighty (180) day period, and within 30 thirty (30) days after written notice Notice of termination Termination (as defined in Section 6(d)) is given (which may occur before or after the end of such four-month period) he shall not have returned to the performance of his duties hereunder on a full-time performance of his dutiesbasis, the Employer may terminate Executive’s employment hereunder.

Disability. In the event that the Executive shall, because of illness or incapacity, physical or mental, be unable to perform the duties and services to be performed by him hereunder for a consecutive period of six months, or nine months during any twelve month period, the Company may terminate the employment of the Executive hereunder after the expiration of such period. The Executive's employment Executive shall be deemed entitled to have been terminated for "Disability" if, as a result of receive his incapacity due base salary up to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end date of such four-month period) he shall not have returned to the full-time performance of his dutiestermination.

Disability. The If the Executive becomes Disabled during the Employment Term, the Company may notify the Executive of its intention to terminate his employment pursuant to this Subparagraph (b). In such event, the Executive's employment shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with terminate on the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or 30th day after the end of Executive receives such four-month period) notice, unless he shall not have returned returns to the substantially full-time performance of his dutiesduties within such 30-day period.

Disability. The Company shall have the right to terminate Executive's employment shall be deemed during the Period of Employment upon not less than thirty (30) days prior written notice to have been terminated for "Disability" Executive or his personal representative if, as a result because of his incapacity due to mental or physical or mental illnessdisability, he Executive shall have been absent from incapable, with reasonable accommodation, of satisfactorily performing his duties with the Corporation on under Section 2 hereof for a full-time basis for the entire continuous period of four consecutive months, and within 30 one hundred twenty (120) days after written notice or for a total period of termination is given two hundred ten (which may occur before or after 210) days in any three hundred sixty (360) day-period prior to the end date of such four-month period) he shall not have returned to the full-time performance of his dutiesnotice.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he Executive shall have been absent from substantially unable to perform his duties with the Corporation on a full-time basis hereunder for the an entire period of four at least 90 consecutive monthsdays or 180 non-consecutive days within any 365-day period, the Company shall have the right to terminate Executive’s employment hereunder for “Disability”, and within 30 days after written notice such termination in and of termination is given (which may occur before or after the end of such four-month period) he itself shall not have returned be, nor shall it be deemed to the full-time performance be, a breach of his dutiesthis Agreement.

Disability. The Company shall have the right to terminate the Executive's ’s employment if the Board of Directors determines that the Executive is unable to perform his duties by reason of Disability. As used herein, “Disability” shall be deemed to have been terminated for "Disability" if, as a result mean the inability of his incapacity the Executive due to physical or mental illness, he shall have been absent from illness or injury to perform his duties with the Corporation on a full-time basis hereunder for the entire any period of four 180 consecutive months, days and within 30 the return of the Executive to his duties for periods of 15 days after written notice of termination is given (which may occur before or after the end of such four-month period) he less shall not have returned to the full-time performance of his dutiesinterrupt such 180 day period.

Disability. The Company may terminate the Executive's ’s employment shall be deemed if the Executive becomes subject to have been terminated for "a Disability" if. For purposes of this Agreement, as a result “Disability” means the Executive is unable to perform the essential functions of his incapacity due to physical position as Founder and Chairman Emeritus, with or mental illnesswithout a reasonable accommodation, he shall have been absent from his duties with the Corporation on for a full-time basis for the entire period of four ninety (90) consecutive months, and calendar days or one hundred eighty (180) non-consecutive calendar days within 30 days after written notice of termination is given any rolling twelve (which may occur before or after the end of such four-12) month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his the Executive’s incapacity due to physical or mental illnessillness as determined by a physician selected by the Executive, he and reasonably acceptable to the Company, (i) the Executive shall have been absent from substantially unable to perform his duties with the Corporation on a full-time basis hereunder for the entire period of four two consecutive months, or for an aggregate of 60 days during any period of twelve consecutive months and (ii) within 30 thirty days after written notice Notice of termination Termination is given (which may occur before to the Executive after such two- or after the end of such four-twelve- month period) he , the Executive shall not have returned to the substantial performance of his duties on a full-time performance of his dutiesbasis, the Company shall have the right to terminate the Executive’s employment hereunder for “Disability”.

Disability. The If the Executive has been unable to perform his obligations hereunder for six consecutive months, or for at least 180 days during any calendar year, due to Disability, the Company shall thereafter have the right to terminate the Executive's employment hereunder upon at least 30 days' prior written notice to the Executive of the effective date of such termination, and thereupon the Executive shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned entitled solely to the full-time performance of his dutiespayments and benefits set forth in Section 7(b) hereof.

Disability. The Company may terminate the Executive's ’s employment shall be deemed to have been terminated for "Disability" ifhereunder if the Executive, as a result by reason of his incapacity due to physical or mental illnessdisability, he shall have been absent from is unable to fulfill his obligations and duties with the Corporation hereunder on a full-full time basis (other than by reason of authorized vacation or leave) for the entire a period in excess of four consecutive months, and within 30 90 working days after written notice of termination is given (which may occur before or after the end of such fourin any one-month year period) he shall not have returned to the full-time performance of his duties.

Disability. The Company may terminate the Executive's ’s employment shall be deemed if the Executive becomes subject to have been terminated a Disability. For purposes of this Agreement, “Disability” means the Executive is unable to perform the essential functions of the Executive’s position, with or without a reasonable accommodation, for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four 90 consecutive months, and calendar days or 180 non-consecutive calendar days within 30 days after written notice of termination is given (which may occur before or after the end of such four-any rolling 12 month period) he shall not have returned to the full-time performance of his duties.

Disability. The Company shall at all times have the right, upon written notice to the Executive, to terminate the Executive's employment shall be deemed to have been terminated for "Disability" ifhereunder, if the Executive shall, as a the result of mental or physical incapacity, illness or disability, become unable to perform the essential functions of his incapacity due to physical position, with or mental illnesswithout reasonable accommodation, he shall have been absent from his duties for a period of 90 consecutive days or a period of 120 days during any 12 month period. Upon termination of the Executive's employment with the Corporation on a full-time basis for Company pursuant to this Section 3.3, the entire period of four consecutive monthsExecutive shall, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned subject to the full-time performance other provisions of his dutiesthis Agreement, only be entitled to the compensation specified in Sections 4.3, 4.6 and 4.8 hereof.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate the Executive’s employment hereunder for "“Disability" ” if, as a result of his the Executive’s incapacity due to physical or mental illnessillness or injury, he after any accommodation required by law, the Executive shall have been absent from his unable to perform the Executive’s duties with the Corporation on hereunder for a full-time basis for the entire period of four ninety (90) consecutive monthsdays, and within 30 thirty (30) days after written notice Notice of termination Termination (as defined below) for Disability is given (which may occur before or after following such 90-day period the end of such four-month period) he Executive shall not have returned to the performance of his duties on a full-time performance of his dutiesbasis.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his the Executive’s incapacity due to physical or mental illness, he the Executive shall have been absent from unable to perform the essential functions of his duties position, even with reasonable accommodation that does not impose an undue hardship on the Corporation Company, on a full-time basis for the entire period of four six (6) consecutive months, and within 30 thirty (30) days after written notice of termination is given (which may occur before or after the end of such foursix-month period) he ), shall not have returned to the performance of his duties hereunder on a full-time performance of his dutiesbasis (a “disability”), the Company may terminate the Executive’s employment hereunder.

Disability. The Company may terminate the Executive's ’s employment shall be deemed if the Executive becomes subject to have been terminated a Disability. For purposes of this Agreement, “Disability” means the Executive is unable to perform the essential functions of her position, with or without a reasonable accommodation, for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four 90 consecutive months, and calendar days or 180 non-consecutive calendar days within 30 days after written notice of termination is given (which may occur before or after the end of such four-any rolling 12 month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate the Executive’s employment hereunder for "“Disability" ” if, as a result of his the Executive’s incapacity due to physical or mental illnessillness or injury, he the Executive (i) shall be become eligible to receive a benefit under the Company’s long-term disability plan applicable to the Executive, or (ii) if no such long-term disability plan is applicable to the Executive, the Executive shall have been absent from unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four ninety (90) consecutive months, and within 30 days after written notice or a period of termination is given ninety (which may occur before or after the end of such four-month 90) days in any one hundred eighty (180) day period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he Executive shall have been absent from substantially unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four at least 120 consecutive monthsdays or 180 non-consecutive days within any 365-day period, the Company shall have the right to terminate Executive’s employment hereunder for “Disability”, and within 30 days after written notice such termination in and of termination is given (which may occur before or after the end of such four-month period) he itself shall not have returned be, nor shall it be deemed to the full-time performance be, a breach of his dutiesthis Agreement or any law.

Disability. The Company shall have the right, but shall not be obligated to terminate the Executive's employment shall be deemed engagement hereunder in the event the Executive becomes disabled such that he is unable to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from discharge his duties with to the Corporation on Company for a full-time basis for the entire period of four ninety (90) consecutive monthsdays or one hundred twenty (120) days in any one hundred eighty (180) consecutive day period, and within 30 days after written notice of termination is given provided longer periods are not required under applicable local labor regulations (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesa "Permanent Disability").

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate Executive’s employment hereunder for "“Disability" ” if, as a result of his Executive’s incapacity due to physical or mental illnessillness or injury, he after any accommodation required by law, Executive shall have been absent from unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four ninety (90) consecutive monthsdays, and within 30 thirty (30) days after written notice Notice of termination Termination (as defined in Section 4 below) for Disability is given (which may occur before or after the end of following such four90-month day period) he , Executive shall not have returned to the performance of his duties on a full-time performance of his dutiesbasis.

Disability. The In the event that Executive shall suffer a ---------- disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least 90 consecutive days, or 180 non- consecutive days within any 365 day period, the Company shall have the right to terminate Executive's employment shall be deemed to have been terminated for "Disability," if, as a result such termination to be effective upon the giving of his incapacity due notice thereof to physical or mental illness, he shall have been absent from his duties Executive in accordance with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesSection 6.03 hereof.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate the Executive’s employment hereunder for "Disability" if. For purposes of this Agreement, as a result “Disability” means the Executive’s inability by reason of his incapacity due to physical or mental illnessillness to fulfill his obligations hereunder for one hundred twenty (120) consecutive days or a total of one hundred eighty (180) days in any twelve (12)-month period which, he shall have been absent from his duties with in the Corporation on a full-time basis for reasonable opinion of an independent physician selected by the entire period of four consecutive months, Company or its insurers and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned reasonably acceptable to the full-time performance Executive or the Executive’s legal representative, renders the Executive unable to perform the essential functions of his dutiesjob, even after reasonable accommodations are made by the Company.

Disability. (i) The Company may terminate the Executive's employment shall be deemed hereunder, upon notice to have been terminated for "Disability" ifthe Executive, in the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result result, is unable to perform substantially all of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis and responsibilities hereunder for the entire ninety (90) days during any period of four three hundred sixty-five (365) consecutive months, and within 30 days after written notice calendar days. (ii) The Board may designate another employee to act in the Executive's place during any period of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesExecutive's disability.

Disability. The Company may terminate the Executive's ’s employment if the Executive shall be deemed to have been terminated for "Disability" ifsubstantially unable to perform the Executive’s material duties hereunder by reason of illness, as a result of his incapacity due to physical or mental illnessdisability or other similar incapacity, he which inability shall have been absent from his duties with continue for 120 consecutive days or 180 days in any twelve (12)-month period (a “Disability”) (provided, that until such termination, the Corporation on a full-time basis for Executive shall continue to receive the entire period of four consecutive monthsExecutive’s compensation and benefits hereunder, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned reduced by any benefits payable to the full-time performance of his duties.Executive under any applicable disability insurance policy or plan); or

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive's incapacity due to physical or mental illness, he Executive shall have been absent from substantially unable to perform his duties with hereunder for 120 days in any 365 day period, the Corporation on a full-time basis Company shall have the right to terminate Executive's employment hereunder for the entire period of four consecutive months"Disability", and within 30 days after written notice such termination in and of termination is given (which may occur before or after the end of such four-month period) he itself shall not have returned be, nor shall it be deemed to the full-time performance be, a breach of his dutiesthis Agreement.

Disability. The Executive's employment shall be deemed If the Executive is unable to have been terminated for "Disability" if, perform his duties hereunder as a result of his incapacity due to any physical or mental illnessdisability (i) which continues for 60 consecutive days or (ii) for 90 days in any 365 consecutive-day period, he shall have been absent from his duties with then the Corporation on a full-time basis for the entire period of four consecutive months, and within Company may terminate this Agreement upon 30 days after written notice of termination is given (which may occur before or to the Executive, provided that the Executive's Base Salary shall continue to accrue ratably for 90 days after the end date of such four-month period) he shall not have returned to the full-time performance of his dutiesExecutive's termination.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated for "terminate the Executive’s employment hereunder by reason of the Executive’s “Disability" ” if, as a result of his the Executive’s incapacity due to physical or mental illness, he the Executive shall have been absent from unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four six (6) consecutive monthsmonths or for 180 days within any 365-day period, and within 30 days after written notice Notice of termination Termination (as defined below) for Disability is given (which may occur before or after the end of following such four6-month or 180-day period) he , as the case may be, the Executive shall not have returned to the full-time performance of his dutiesduties in accordance with this Agreement.

Disability. The If Executive incurs a Disability, the Company may terminate Executive's ’s employment shall be deemed for Disability, upon thirty (30) days written notice by a Notice of Disability Termination, at any time thereafter during such twelve (12) month period while Executive is unable to have been terminated for "Disability" if, carry out his duties as a result of his incapacity due to the same or related physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of illness or incapacity. Such termination is given (which may occur before or after the end of such four-month period) he shall not have returned be effective if Executive returns to the full-full time performance of his dutiesmaterial duties within such thirty (30) day period.

Disability. The Company shall be entitled to terminate the Executive's employment shall be deemed to have been terminated hereunder for "Disability" if, as a result of his the Executive's incapacity due to physical or mental illnessillness or injury, he the Executive shall have been absent from unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four ninety (90) consecutive monthsdays, and within 30 thirty (30) days after written notice Notice of termination Termination (as defined in Section 4 below) for Disability is given (which may occur before or after following such 90-day period, the end of such four-month period) he Executive shall not have returned to the performance of his duties on a full-time performance of his dutiesbasis.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he Executive shall have been absent from substantially unable to perform his duties with the Corporation on a full-time basis hereunder for the an entire period of four consecutive months180 days, and within 30 days after written notice Notice of termination Termination is given (which may occur before or after the end of such four180-month day period) he , Executive shall not have returned to the substantial performance of his duties on a full-time performance basis, the Company will have the right to terminate Executive’s employment hereunder for “Disability”, and such termination in and of his dutiesitself shall not be, nor shall it be deemed to be, a breach of this Agreement.

Disability. The Company shall have the right to terminate this Agreement and Executive's ’s employment by the Company hereunder in the event that Executive shall be deemed unable to have been terminated for "Disability" if, as a result perform his duties hereunder by virtue of his incapacity due to illness or physical or mental illness, he shall have been absent disability (from his duties with any cause or causes whatsoever) in substantially the Corporation on a full-time basis for manner and to the entire period extent required of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after him hereunder prior to the end commencement of such four-month disability and Executive shall fail to perform such duties for periods aggregating sixty (60) days, whether or not continuous, in any continuous three hundred sixty (360) day period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his the Executive’s incapacity due to physical or mental illness, he the Executive shall have been absent from his duties unable to perform the essential functions of her position, even with reasonable accommodation that does not impose an undue hardship on the Corporation Company, on a full-time basis for the entire period of four six (6) consecutive months, and within 30 thirty (30) days after written notice of termination is given (which may occur before or after the end of such foursix-month period) he ), shall not have returned to the performance of her duties hereunder on a full-time performance basis (a “disability”), the Company may terminate the Executive’s employment on account of his dutiessuch disability.

Disability. The In the event that Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least 90 consecutive days, or 180 non-consecutive days within any 365 day period, the Company shall have the right to terminate Executive's employment shall employment, such termination to be deemed effective upon the giving of notice thereof to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties Executive in accordance with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesSection 6.03 hereof.

Disability. The Company may terminate the Executive's employment shall be deemed to have been terminated for after having established the Executive's Disability or the Executive can terminate if he has established his Disability. For purposes of this Agreement, "Disability" if, as means a result of his incapacity due to physical or mental illness, he shall have been absent from infirmity which impairs the Executive's ability to substantially perform his duties with the Corporation on a fullunder this Agreement for at least one hundred eighty (180) days during any 365-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such fourconsecutive-month day period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he the Executive shall have been absent from substantially unable to perform his duties with the Corporation on a full-time basis hereunder for the an entire period of four at least 90 consecutive monthsdays or 180 non-consecutive days within any 365-day period (“Disability”), the Employer shall have the right to terminate the Employment without further notice and within 30 days after written notice such termination in and of termination is given (which may occur before or after the end of such four-month period) he itself shall not have returned be, nor shall it be deemed to the full-time performance be, a breach of his dutiesthis Agreement.

Disability. The Company may terminate the Executive's ’s employment shall be deemed if he is disabled and unable to have been terminated perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 180 days after written notice of termination is given (which may occur before or after the end of such four-month need not be consecutive) in any twelve (12)-month period) he shall not have returned to the full-time performance of his duties.

Disability. The In the event that the Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least ninety (90) consecutive days or one hundred eighty (180) non-consecutive days within any three hundred sixty-five (365) day period, the Company shall have the right to terminate the Executive's employment shall employment, such termination to be deemed to have been terminated for "Disability" if, as a result effective upon the giving of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned thereof to the full-time performance of his dutiesExecutive in accordance with Section 6.3 hereof.

Disability. The If the Executive is unable, as reasonably determined by the Board, to substantially perform his duties as an executive officer hereunder by reason of a physical or mental infirmity for a total of 90 calendar days in any twelve-month period during the Employment Term ("Disability"), the Company shall be entitled to terminate the Executive's employment shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties hereunder in accordance with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesSection 7.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive's incapacity due to physical or mental illness, he Executive shall have been absent from substantially unable to perform his duties with the Corporation on a full-time basis hereunder for the an entire period of four three (3) consecutive months, and within 30 thirty (30) days after written notice Notice of termination Termination is given after such three (which may occur before or after the end of such four-3) month period) he , Executive shall not have returned to the substantial performance of his duties on a full-time performance basis, the Company shall have the right to terminate Executive's employment hereunder for "Disability", and such termination in and of his dutiesitself shall not be, nor shall it be deemed to be, a breach of this Agreement.

Disability. The Company may terminate the Executive's ’s employment shall be deemed if the Executive becomes subject to have been terminated for "a Disability" if. For purposes of this Agreement, as a result “Disability” means the Executive is unable to perform the essential functions of his incapacity due to physical position as CEO, with or mental illnesswithout a reasonable accommodation, he shall have been absent from his duties with the Corporation on for a full-time basis for the entire period of four 120 consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-180 days during any rolling consecutive 12 month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed Company may terminate the Executive if the Executive is unable for a period of 180 consecutive days to have been terminated for "Disability" if, perform his duties as a result of his incapacity due to physical or mental illness, he being "disabled" as defined in this Section 4.E. "Disabled" shall have been absent mean (i) a determination by a physician selected by Executive and approved by the Board that Executive is suffering from his duties with total disability and (ii) the Corporation on a full-time basis for the entire period Company has given Executive 30 days notice of four consecutive months, potential termination and within such 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall day period Executive has not have returned to the full-full time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive's incapacity due to physical or mental illness, he Executive shall have been absent from substantially unable to perform his duties with the Corporation on a full-time basis hereunder for the an entire period of four at least 90 consecutive monthsdays or 180 non-consecutive days within any 365-day period, the Employer shall have the right to terminate Executive's employment hereunder for “Disability,” and within 30 days after written notice such termination in and of termination is given (which may occur before or after the end of such four-month period) he itself shall not have returned be, nor shall it be deemed to the full-time performance be, a breach of his dutiesthis Agreement.

Disability. The If the Executive is unable to perform the duties required of him under this Agreement because of illness, incapacity, or physical or mental disability for an aggregate of one hundred twenty (120) days (whether or not consecutive) during any twelve (12) month period during the term of this Agreement, in which event the Company may terminate Executive's employment; provided, however, that if at such time the Executive is not covered by a long-term disability plan of the Company, then the Executive's employment shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of terminate six months following such four-month period) he shall not have returned to the full-time performance of his dutiesevent.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he shall have been absent from Executive is substantially unable to perform his duties under this Agreement (with or without reasonable accommodation, as defined under the Corporation Americans With Disabilities Act), for an entire period of six (6) consecutive months, and within thirty (30) days after a Notice of Termination (as defined in Section 7(a)) is given after such six (6) month period, Executive does not return to the substantial performance of his duties on a full-time basis basis, the Company has the right to terminate Executive’s employment under this Agreement for the entire period of four consecutive months“Disability”, and within 30 days after written notice such termination will not be a breach of termination is given (which may occur before or after this Agreement by the end of such four-month period) he shall not have returned to the full-time performance of his dutiesCompany.

Disability. The Company shall have the right to terminate Executive's employment shall be deemed during the Period of Employment upon not less than thirty (30) days prior written notice to have been terminated for "Disability" Executive or his personal representative if, as a result because of his incapacity due to mental or physical or mental illnessdisability, he Executive shall have been absent from incapable, with reasonable accommodation, of satisfactorily performing his duties with the Corporation on under Section 2 hereof for a full-time basis for the entire continuous period of four consecutive months, and within 30 one hundred twenty (120) days after written notice or for a total period of termination is given two hundred ten (which may occur before or after 210) days in any three hundred sixty (360) day- period prior to the end date of such four-month period) he shall not have returned to the full-time performance of his dutiesnotice.

Disability. The Company may terminate the Executive's ’s employment shall be deemed to have been terminated for "after having established the Executive’s Disability or the Executive can terminate if he has established his Disability" if. For purposes of this Agreement, as “Disability” means a result of his incapacity due to physical or mental illness, he shall have been absent from infirmity which impairs the Executive’s ability to substantially perform his duties with the Corporation on a fullunder this Agreement for at least one hundred eighty (180) days during any 365-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such fourconsecutive-month day period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been unable to perform the duties, functions and responsibilities required hereunder for ninety (90) consecutive days or shorter periods aggregating to one hundred twenty (120) days in any twelve (12) months, Company may terminate Executive's employment hereunder. During any period that Executive fails to perform his duties hereunder as a result of incapacity or due to physical or mental illness, he shall have been absent from his duties with the Corporation on continue to receive full compensation and other benefits called for hereunder until such time as there is a full-time basis for the entire period of four consecutive months, and within 30 days after written notice date of termination is given (which may occur before or after the end of such four-month period) he shall not have returned pursuant to the full-time performance of his dutiesthis Section 8.1(b).

Disability. The Company shall be entitled to terminate the Executive's employment shall be deemed to have been terminated for "Disability" hereunder if, as a result of his incapacity due to physical or mental illnessthe Executive's Disability (as defined below), he the Executive shall have been absent from his duties with the Corporation hereunder on a full-time basis for the entire period an aggregate of four consecutive months, and within 30 more than 180 days after written notice of termination is given (which may occur before or after the end of such four-during any 18 month period) he shall not have returned . "DISABILITY" means Executive's inability to perform substantially his regular duties by reason of illness or other physical or mental incapacity expected to be of long-term or indefinite duration as determined by an independent physician selected reasonably and in good faith by the full-time performance of his dutiesBoard.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his the Executive’s incapacity due to physical or mental illness, he the Executive shall have been absent from unable to perform the essential functions of his duties position, even with reasonable accommodation that does not impose an undue hardship on the Corporation Company, on a full-time basis for the entire period of four six (6) consecutive months, and within 30 thirty (30) days after written notice of termination is given (which may occur before or after the end of such four-six month period) he ), shall not have returned to the performance of his duties hereunder on a full-time performance of his dutiesbasis (a “disability”), the Company may terminate the Executive’s employment hereunder.

Disability. The In the event Executive shall suffer from a mental or physical disability which shall have prevented him from performing his material duties hereunder for a period of at least one-hundred eighty (180) non-consecutive days within any 365 day period, the Company shall have the right to terminate Executive's employment for "Disability," such termination to be effective upon the giving of notice thereof to the Executive in accordance with Section 7(g) hereof, such termination shall not be deemed to have been terminated for "Disability" if, as be a result breach of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive monthsthis Agreement, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he Company shall not have returned provide to the full-time performance of his duties.Executive the amounts and benefits provided for in

Disability. The Company may terminate the Executive's ’s employment shall be deemed upon notice to have been terminated for "the Executive if the Executive becomes subject to a Disability" if. For purposes of this Agreement, as a result “Disability” means the Executive is unable to perform the essential functions of his incapacity due to physical position, with or mental illnesswithout a reasonable accommodation, he shall have been absent from his duties with the Corporation on for a full-time basis for the entire period of four 90 consecutive months, and calendar days or 180 non-consecutive calendar days within 30 days after written notice of termination is given (which may occur before or after the end of such four-any rolling 12 month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate the Executive’s employment hereunder for "“Disability" ” if, as a result of his the Executive’s incapacity due to physical or mental illnessillness or disability, he the Executive shall have been absent from unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four six (6) consecutive months, and within 30 thirty (30) days after written notice Notice of termination Termination is thereafter given (which may occur before or after the end of such four-month period) he Executive shall not have returned to the full-time performance of his dutiesduties hereunder.

Disability. The Company may terminate the Executive's ’s employment shall be deemed if the Executive becomes subject to have been terminated for "a Disability" if. For purposes of this Agreement, as a result “Disability” means the Executive is unable to perform the essential functions of his incapacity due to physical position as CEO, with or mental illnesswithout a reasonable accommodation, he shall have been absent from his duties with the Corporation on for a full-time basis for the entire period of four 120 consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four180 days during any rolling consecutive 12-month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his the Executive’s incapacity due to physical or mental illness, he the Executive shall have been absent from unable to perform the essential functions of his duties position, even with reasonable accommodation that does not impose an undue hardship on the Corporation Company, on a full-full- time basis for the entire period of four six (6) consecutive months, and within 30 thirty (30) days after written notice of termination is given (which may occur before or after the end of such four-six- month period) he ), shall not have returned to the performance of his duties hereunder on a full-time performance basis (a “disability”), the Company may terminate the Executive’s employment on account of his dutiessuch disability.

Disability. The Company may terminate the Executive's employment shall be deemed to have been terminated for hereunder at any time in the event of Executive's disability. "Disability" if, as a result of is defined to mean Executive's inability to substantially perform his incapacity due to physical normal duties for twenty-four (24) weeks (not necessarily continuous or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month periodcalendar weeks) he shall not have returned to the full-time performance of his duties.during any twelve

Disability. The Executive's employment shall be deemed If during the Term of this Agreement, Executive becomes physically or mentally unable to have been terminated perform his duties for "the Company hereunder in the reasonable judgment of the Board and such incapacity has continued for a total of ninety (90) consecutive days or any one hundred twenty (120) days in a period of three hundred sixty-five (365) consecutive days (“Disability" if”), as a result of his incapacity due to physical or mental illness, he then the Company shall have been absent from his duties the right to terminate Executive’s employment with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after Company upon written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesExecutive.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four six (6) consecutive months, and within 30 thirty (30) days after written notice of termination is given (which may occur before or after the end of such four-month period) he Executive shall not have returned to the full-time performance of his duties, the Executive's employment may be terminated for disability. During such period of absence, the Executive shall continue to receive the benefits provided in Section 4 hereof and thereafter the Executive's benefits shall be determined under the Corporation's disability insurance plans and policies provided under Section 4(c) hereof.

Disability. The Executive's ’s employment shall may be deemed to have been terminated by the Board at its option for "Disability" if, as a result of his incapacity due to physical or mental illnessdefined in Section 3.1.2, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and if within 30 thirty (30) days after written notice Notice of termination Termination (as defined in Section 4.4(iv)) is given (which may occur before or after the end of such four-month period) given, he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his the incapacity of the ---------- Executive due to physical or mental illness, he shall have been absent from his the Executive is unable to perform substantially and continuously the duties assigned to him hereunder, with the Corporation on or without a full-time basis reasonable accommodation, for the entire a period of four three (3) consecutive monthsmonths or for a non-consecutive period of nine (9) months during the Term of Employment, and within 30 the Company may terminate his employment for "Disability" upon thirty (30) days after prior written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesExecutive.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate the Executive’s employment hereunder for "Disability" Disability if, as a result of his the Executive’s incapacity due to physical or mental illnessillness or injury, he shall have the Executive has been absent from unable, due to physical or mental illness or incapacity, to perform the essential duties of his duties employment with the Corporation on reasonable accommodation for a full-time basis for the entire continuous period of four consecutive months, ninety (90) days or an aggregate of one-hundred and within 30 eight (180) days after written notice of termination is given in any twelve (which may occur before or after the end of such four-12) month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he Executive shall have been absent from substantially unable to perform his duties with the Corporation on a full-time basis hereunder for the an entire period of four at least 90 consecutive monthsdays or 180 non-consecutive days within any 365-day period, the Employer shall have the right to terminate Executive’s employment hereunder for “Disability”, and within 30 days after written notice such termination in and of termination is given (which may occur before or after the end of such four-month period) he itself shall not have returned be, nor shall it be deemed to the full-time performance be, a breach of his dutiesthis Agreement.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his the incapacity of the Executive due to physical or mental illness, he shall have been absent from his the Executive is unable to perform substantially and continuously the duties with the Corporation on assigned to him hereunder for a full-time basis for the entire period of four three (3) consecutive monthsmonths or for a non-consecutive period of nine (9) months during the Term of Employment, and within 30 the Company may terminate his employment for “Disability” upon thirty (30) days after prior written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesExecutive.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive's incapacity due to physical or mental illness, he shall have been absent from Executive is substantially unable to perform his duties under this Agreement (with or without reasonable accommodation, as defined under the Corporation Americans With Disabilities Act), for an entire period of six (6) consecutive months, and within thirty (30) days after a Notice of Termination (as defined in Section 7(a)) is given after such six (6) month period, Executive does not return to the substantial performance of his duties on a full-time basis basis, the Company has the right to terminate Executive's employment under this Agreement for the entire period of four consecutive months"Disability", and within 30 days after written notice such termination will not be a breach of termination is given (which may occur before or after this Agreement by the end of such four-month period) he shall not have returned to the full-time performance of his dutiesCompany.

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he Executive shall have been absent from substantially unable to perform his duties with the Corporation on a full-time basis hereunder for the an entire period of four at least 90 consecutive monthsdays or 180 non-consecutive days within any 365-day period, the Employer shall have the right to terminate Executive’s employment hereunder for “Disability,” and within 30 days after written notice such termination in and of termination is given (which may occur before or after the end of such four-month period) he itself shall not have returned be, nor shall it be deemed to the full-time performance be, a breach of his dutiesthis Agreement.

Disability. The Company shall be entitled to terminate the Executive's employment shall be deemed to have been terminated hereunder for "Disability" if, as a result of his the Executive's incapacity due to physical or mental illnessillness or injury, he the Executive shall have been absent from unable to perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four ninety (90) consecutive monthsdays, and within 30 thirty (30) days after written notice Notice of termination Termination (as defined in Section 4 below) for Disability is given (which may occur before or after following such 90-day period the end of such four-month period) he Executive shall not have returned to the performance of his duties on a full-time performance of his dutiesbasis.

Disability. The Executive's In the event that the Executive becomes disabled during his employment shall be deemed to have been terminated for "Disability" ifhereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result result, is unable to perform the essential functions of his incapacity due position hereunder, with or without reasonable accommodation, for at least eighty (80) days during any period of one-hundred eighty (180) consecutive calendar days, the Company may terminate the Executive’s employment with thirty (30) day written notice. In that event, the Company shall pay to physical or mental illnessthe Executive, he any earned and unpaid Base Salary and his pro-rated annual Target Bonus through the date of termination. The Company shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before no further obligation or after the end of such four-month period) he shall not have returned liability to the full-time performance of his dutiesExecutive.

Disability. The If, by reason of the same or related physical or mental reasons, Executive is unable to carry out his material duties pursuant to this Agreement for more than six (6) months in any twelve (12) month period, the Companies may terminate Executive's employment shall be deemed for Disability upon thirty (30) days prior written notice, at any time thereafter during such twelve (12) month period in which Executive is unable to have been terminated for "Disability" if, carry out his duties as a result of his incapacity due to the same or related physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of . Such termination is given (which may occur before or after the end of such four-month period) he shall not have returned be effective if Executive returns to the full-full time performance of his duties.material duties within such thirty (30) day

Disability. The Executive's In the event that Executive becomes disabled during his employment shall be deemed to have been terminated for "Disability" ifhereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result result, is unable to perform the essential functions of his incapacity due position hereunder, with or without reasonable accommodation, for at least eighty (80) days during any period of one-hundred eighty (180) consecutive calendar days, the Company may terminate the Executive’s employment with thirty (30) day written notice. In that event, the Company shall pay to physical or mental illnessthe Executive, he any earned and unpaid Base Salary and his pro-rated annual Target Bonus through the date of termination. The Company shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before no further obligation or after the end of such four-month period) he shall not have returned liability to the full-time performance of his duties.Executive. ​

Disability. The Company reserves the right to terminate Executive's employment shall be deemed to have been terminated for "Disability" upon ninety (90) days written notice if, as for a result period of sixty (60) days, Executive is prevented from discharging his incapacity duties under this Agreement due to any physical or mental illnessdisability. With the exception of the covenants included in paragraph 3 above and paragraph 12 below, he upon such termination the obligations of Executive and Company under this Agreement shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesimmediately cease.

Disability. The Executive's employment In the event that the Executive shall be deemed to have been terminated for "Disability" if, as suffer a result of his incapacity due to physical or mental illness, he disability which shall have been absent prevented him from performing satisfactorily his duties with the Corporation on obligations hereunder for a full-time basis for the entire period of four at least ninety (90) consecutive monthsdays or one hundred eighty (180) non-consecutive days within any three hundred sixty-five (365) day period, and within 30 days after written the Company shall have the right to terminate the Executive’s employment, such termination to be effective upon the giving of notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned thereof to the full-time performance of his dutiesExecutive in accordance with Section 6.3 hereof.

Disability. The Executive's If the Executive is prevented from performing his employment shall be deemed to have been terminated duties by reason of illness or incapacity for "Disability" if180 days in any 365 day period, as a result of the Company may terminate his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 employment upon 60 days after written notice of termination is given (which may occur before to Executive or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesor her duly appointed legal representative.

Disability. The Company reserves the right to terminate Executive's employment shall be deemed to have been terminated for "Disability" upon ten (10) days written notice if, as for a result period of sixty (60) days, Executive is prevented from discharging his incapacity duties under this Agreement due to any physical or mental illnessdisability. Except as otherwise set forth in paragraph 10 below, he upon such termination the obligations of Executive and Company under this Agreement shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesimmediately cease.

Disability. The Executive's ’s employment shall be deemed to have been terminated for "“Disability" ” if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment shall be deemed If during the Term the Executive becomes physically or mentally disabled whether totally or partially, either permanently or so that the Executive is unable substantially and competently to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from perform his duties with the Corporation on hereunder for a full-time basis for the entire period of four 90 consecutive monthsdays or for 90 days during any six-month period during the Term (a “Disability”), and within 30 days after the Company may terminate the Executive’s employment hereunder by written notice of termination is given (which may occur before or after to the end Executive. In the event of such four-month period) he shall not have returned termination, the Company will pay to the full-time performance of Executive his dutiesbase salary in monthly installments and continue to provide the benefits provided hereunder, in each case for twelve months following such termination.