Common use of Illness, Incapacity Clause in Contracts

Illness, Incapacity. If, during the Term of Executive’s employment hereunder, the Board of Directors of the Company shall determine that Executive shall be prevented from effectively performing all his duties hereunder by reason of illness or disability and such failure so to perform shall have continued for a period of not less than three months, then the Company may, by written notice to Executive, terminate Executive’s employment hereunder effective at any time after such three month period; provided, however, that during the Change of Control Protection Period, the determination regarding Executive’s illness or disability shall be made by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative. “Change of Control Protection Period” means the period commencing upon the occurrence of a Change of Control through and including the twenty-four (24) month anniversary of the Change of Control. Upon delivery to Executive of such notice, together with payment of any salary accrued and unpaid under Section 1.03 hereof, Executive’s employment and all obligations of the Company under Article I hereof shall forthwith terminate. The obligations of Executive under Article IV hereof shall continue notwithstanding termination of Executive’s employment pursuant to this Section 2.01.