Common use of Death or Disability Clause in Contracts

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the,

Death or Disability. (i) The Executive’s employment shall terminate automatically upon the Executive’s death during (which shall be the TermDate of Termination). If the Disability of the Company determines in good faith that Executive has occurred is Disabled (as defined below) during the Term (pursuant to the definition of Disability set forth below)Employment Period, then the Company may give to the Executive written notice in accordance with Section 10(c) a Notice of its intention to terminate the Executive’s employment. In such event, the Termination terminating Executive’s employment with theas of the 30th day after his receipt of such notice (which shall be the Date of Termination). Executive’s “

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below“Disability”), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thewritten

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(f) and 10(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform Executive’s duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theit

Death or Disability. The Executive’s employment and all associated rights and benefits shall terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)occurred, the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Term, the Company it may give to the Executive written notice a Notice of Termination in accordance with Section 10(c) 6.8 of its intention to terminate the Executive’s employmentthis Agreement. In such event, the Executive’s employment with theshall terminate effective on the 30th day after receipt of such notice, provided that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a Disability (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(g) and 9(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform Executive’s duties hereunder by reason of any medically determinable physical or mental impairment for a period of six months or more in any 12-month period.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c13(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s employment with the's employment

Death or Disability. The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant The Company shall, to the definition of Disability set forth below)full extent permitted by law, the Company may give to the Executive written notice in accordance with Section 10(c) of its intention be entitled to terminate the Executive’s employment. In such event, employment because of the Executive’s employment “Disability” (as herein defined) during the Term. “Disability” means the permanent disability of the Executive in accordance with thethe long-term disability plan of the Company applicable to the Executive.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thein the event of Executive’s Disability during the Term. For purposes of this Agreement, “Disability” shall mean Executive is “disabled” within the meaning of Section 409A (as defined below).

Death or Disability. The Executive’s 's employment shall terminate automatically during the Employment Period upon the Executive’s 's death during the Term. If the Disability or a determination by a majority of the Executive has occurred during the Term (pursuant Board of Directors that, due to the definition of Disability set forth below)physical or mental disability or illness, the Company may give Executive is unable to the Executive written notice in accordance with Section 10(c) perform substantially all of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thehis duties and responsibilities under this Agreement.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s death during the Term's death. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give to the Executive written notice in accordance with Section 10(c) of its intention shall be entitled to terminate the Executive’s employment. In such event, 's employment because of the Executive’s 's Disability (as defined in the Company's long-term disability insurance policies). A termination of the Executive's employment with theby the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(g) and 9(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform his essential duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s employment shall automatically terminate automatically upon the Executive’s death or termination of employment due to Disability (as defined below) during the TermEmployment Period. If For purposes of this Agreement, “Disability” shall mean Executive’s inability to perform the Disability duties of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Executive’s position, the Company may give to the Executive written notice as determined in accordance with Section 10(c) of its intention the policies and procedures applicable with respect to terminate the ExecutiveCompany’s employment. In such event, long-term disability plan as in effect immediately before the Executive’s employment with theEffective Date.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theto

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(g) and 10(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform Executive’s duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(f) and 9(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment inability even with thereasonable accommodation to perform his essential duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s death during the Term's death. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) XIX of its intention to terminate terminate, effective on the 30th day after receipt of such notice by Executive’s employment, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties. In such eventFor purposes of this Agreement, the Executive’s employment with the"disability" shall mean a physical or mental impairment which substantially limits a major life

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to the Executive written notice in accordance with Section 10(c15(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th day after receipt of

Death or Disability. The Executive’s employment shall Corporation may terminate automatically upon the Executive’s death during 's employment in the Term. If the Disability of event the Executive has occurred been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a "Disability Termination"). The Executive's employment shall automatically terminate on the Executive's death. In the event the Executive's employment with the Corporation terminates during the Term (pursuant to the definition term of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) this Agreement by reason of its intention to terminate the Executive’s employment. In such event's death or as a result of a Disability Termination, then upon and immediately effective the Executive’s employment with theDate of Termination:

Death or Disability. The Executive’s employment shall automatically terminate automatically upon the on Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), and may be terminated by the Company may give due to his Disability. For the purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents Executive written notice in accordance with Section 10(cfrom performing his essential job functions as Vice President and General Counsel for a continuous period of at least six (6) of its intention to terminate the Executive’s employmentmonths. In such event, the Executive’s employment with theCompany shall have the Termination Obligations in Section 7(d)(ii) below.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(g) and 9(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform Executive’s duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)occurred, the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties.

Death or Disability. The Executive’s employment and all associated rights and benefits shall terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)occurred, the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive, provided that, within the thirty (30) days after such receipt, Executive shall not have returned to full-time performance of her duties.

Death or Disability. The Executive’s employment and all associated rights and benefits shall terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)occurred, the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of her duties.

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If Either the Disability of Company or the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, employment hereunder in the event of the Executive’s employment with theDisability during the Employment Period.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theaccordance

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c13(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with the

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermPost-Change of Control Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Post-Change of Control Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c13(b) hereof of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If Either the Disability of Company or the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, employment in the event of the Executive’s employment with theDisability during the Employment Period. (b)

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company ) it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermExecutive's employment. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Executive's employment, the Company it may give to the Executive written notice in accordance with Section 10(c) this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the Disability Commencement Date.

Death or Disability. (a) The Executive’s employment hereunder shall terminate immediately and automatically upon on the Executive’s death during the Employment Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), and the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, employment on account of the Executive’s employment with theDisability upon fourteen (14) day prior written notice to the Executive, subject to the Executive’s right to cure during the 14-day period.

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that,

Death or Disability. The Executive’s 's employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Disability of Company determines in good faith that the Executive has a Disability (as defined herein) that has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below“Disability”), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(cas defined herein) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period without necessity of Notice of Termination. If the Disability of Company determines in good faith that the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)a Disability, the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theAgreement upon not less than 30 days written notice.

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermProtected Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Protected Period, the Company it may give to the Executive written notice in accordance with Section 10(c10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that the Executive shall not have returned to full-time performance of the Executive’s duties before such day.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to the provide Executive with written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theSection

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company ) it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thewritten

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that any Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to provide the Executive with written notice in accordance with Section 10(c11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the

Death or Disability. The Executive’s employment shall terminate automatically upon in the event of Executive’s death during the Term. If the Disability of the Executive has occurred during the Term or “Disability” (pursuant to the definition of Disability set forth as defined below). In the event Executive’s employment terminates for death or Disability, the Company may give to the Executive written notice will receive death or disability benefits in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theCompany standard benefit plans.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period without necessity of Notice of Termination. If the Disability of Company determines in good faith belief that the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)a Disability, the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theAgreement upon not less than 30 days written notice.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Termdeath. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give to the Executive written notice in accordance with Section 10(c) of its intention shall be entitled to terminate the Executive’s employmentemployment because of the Executive’s Disability (as defined in the Company’s long-term disability insurance policies). In such event, A termination of the Executive’s employment with theby the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), unless the Executive returns to full-time performance of the Executive’s duties before the Disability Effective Date.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(g) and 9(g) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theFor purposes of this

Death or Disability. The Corporation may terminate the Executive’s employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a “Disability Termination”). The Executive’s employment shall automatically terminate automatically upon on the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employmentdeath. In such event, the event the Executive’s employment with thethe Corporation terminates during the term of this Agreement by reason of the Executive’s death or as a result of a Disability Termination, then upon and immediately effective the Date of Termination:

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Termhis death. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employmentemployment upon the occurrence of a Disability (as defined below), such termination to be effective upon the Executive’s receipt of written notice of such termination. In such event, the event the Executive’s employment with theis terminated due to his death or Disability, the Executive or his estate or his beneficiaries, as the case may be, shall be entitled to the Accrued Benefits.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s death during the Term's death. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give terminate Executive's employment upon Executive's Disability, by giving to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s 's employment. In such event, The Company shall have the right to terminate the Executive’s 's employment with theeffective as of the applicable date of his Disability.

Death or Disability. The Executive’s 's employment shall terminate ------------------- automatically upon the Executive’s 's death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Terms, the Company it may give to the Executive written notice a Notice of Termination in accordance with Section 10(c) 5.5 of its intention to terminate the Executive’s employmentthis Agreement. In such event, the Executive’s 's employment with theshall terminate effective on the 30th day after receipt of such notice, provided that within the 30 days after such receipt, the Executive shall -------- ---- not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that a Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theforth

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the

Death or Disability. The Executive’s employment shall automatically terminate automatically upon the on Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), and may be terminated by the Company may give due to his Disability. For the purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents Executive written notice in accordance with Section 10(cfrom performing his essential job functions as President and Chief Executive Officer for a continuous period of at least six (6) of its intention to terminate the Executive’s employmentmonths. In such event, the Executive’s employment with theCompany shall have the Termination Obligations in Section 7(d)(ii) below.

Death or Disability. The Executive’s employment shall will terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant occurred, subject to the definition respective continuing obligations of Disability set forth below)the Company and the Executive under this Agreement, the Company may give to has the Executive written notice in accordance with Section 10(c) of its intention right to terminate the Executive’s employment. In such event, the Executive’s employment with theunder this Agreement by notice pursuant to Section 5(e) below.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to provide the Executive with written notice in accordance with Section 10(c10(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the’s

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(a) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death death. If Executive becomes subject to a “Disability” (as defined below) during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company may give to the Executive written notice in accordance with Section 10(cSections 3(f) and 9(g) of its intention to terminate the Executive’s employment. In such eventFor purposes of this Agreement, the “Disability” means Executive’s employment with theinability to perform his duties hereunder by reason of any medically determinable physical or mental impairment for a period of six (6) months or more in any twelve (12) month period.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c9(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theIn

Death or Disability. The Executive’s 's employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If Taubman determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below"Disability"), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to provide the Executive with written notice in accordance with Section 10(c11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company

Death or Disability. The Executive’s employment herein shall automatically terminate automatically upon if Executive shall die during the term of this agreement. If as a result of the Executive’s death during incapacity due to physical or mental illness, the Term. If Executive shall have been absent from his duties with the Disability Company on a full-time basis for six months, and if within 90 days after written notice of termination is thereafter given by the Company, the Executive shall not have returned to the full-time performance of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Executive’s duties, the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethis Agreement for “Disability”.

Death or Disability. The Executive’s employment shall will terminate automatically upon his death and may be terminated by the Executive’s death Company upon his Disability (as defined in Section 9(c)) during the Employment Term. If the Disability Upon termination of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theby reason of Executive’s Disability or death, Executive or his estate (as the case may be) will be entitled to receive:

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive

Death or Disability. The Executive’s 's employment shall terminate automatically immediately upon the Executive’s 's death during or Disability (as defined below). For purposes of this Agreement, "Disability" means the Term. If Executive is totally and permanently disabled within the Disability meaning of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to Company's long-term disability plan or policy under which the Executive written notice is a participant or, if no such plan or policy is in accordance existence, based on a determination in good faith by the Board upon consultation with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thea medical expert.

Death or Disability. The Executive’s 's ------------------------- ------------------- employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the

Death or Disability. The Executive’s employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Disability of Company determines in good faith that the Executive has a Disability (as defined herein) that has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below“Disability”), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability

Death or Disability. The ------------------------- Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c12(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the 30th day after receipt of such

Death or Disability. The Executive’s employment and the Employment Period shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Employment Period, the Company it may give to provide the Executive with written notice in accordance with Section 10(c11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the’s

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)Term, the Company it may give to the Executive written notice a Notice of Termination in accordance with Section 10(c) 6.8 of its intention to terminate the Executive’s employmentthis Agreement. In such event, the Executive’s 's employment with theshall terminate effective on the 30th day after receipt of such notice, provided that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.

Death or Disability. The Executive’s employment shall automatically terminate automatically upon the on Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), and may be terminated by the Company may give due to her Disability. For the purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents Executive written notice in accordance with Section 10(cfrom performing her essential job functions as Chief Financial Officer for a continuous period of at least six (6) of its intention to terminate the Executive’s employmentmonths. In such event, the Executive’s employment with theCompany shall have the Termination Obligations in Section 7(d)(ii) below.

Death or Disability. The Executive’s 's employment with the Company shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to provide the Executive with written notice in accordance with Section 10(c12(g) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethis Agreement of its

Death or Disability. The Executive’s employment shall automatically terminate automatically upon the Executive’s death or termination of employment due to Disability (as defined below) during the TermEmployment Period. If the Disability For purposes of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethis Agreement,

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEffective Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Effective Period (pursuant to the definition of Disability as set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s 's employment with thethe Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive (the "Disability

Death or Disability. The Executive’s 's employment shall terminate automatically upon if the Executive’s death Executive dies during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below"Disability"), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theof

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Termdeath. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the The Company may give to the Executive written notice in accordance with Section 10(c) of its intention shall be entitled to terminate the Executive’s employment. In such event, employment because of the Executive’s employment with theDisability during his employment. “Disability” means that the Executive has been unable, for a period of three (3) consecutive months, after reasonable accommodation, to perform the Executive’s duties under this Agreement, as a result of physical or mental illness or injury.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermTerm of this Termination Agreement. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below)this Termination Agreement, the Company it may give to the Executive written notice in accordance with Section 10(c13(d) of this Termination Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s employment with the,

Death or Disability. The (a) Executive’s employment shall will terminate automatically upon the Executive’s death during the Employment Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the and Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment on account of Executive’s Disability. In the event of such termination, Executive (or Executive’s estate and/or beneficiaries, as applicable) will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with theSection 5 and Section 7 of this Agreement, as applicable, and execution of the Release by Executive or her estate, as applicable, Executive will be entitled to receive the following:

Death or Disability. The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Termdeath. If the a Disability of the Executive (as such term is defined in the applicable Company disability benefits plan) has occurred during the Term (pursuant to the definition of Disability set forth below)occurred, the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 10th day after receipt of such notice by the Executive; provided, however, that within the 10-day period after such receipt the Executive shall not have returned to full-time performance of the Executive’s material duties.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Termdeath. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to while the Executive is employed by the Company, it may provide the Executive with written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the11(a)

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Disability Company determines in good faith that the "Disability" of the Executive has occurred during the Term (pursuant to the definition Employment Period, it may, give a Notice of Disability set forth below), the Company may give Termination to the Executive written notice in accordance with Section 10(c) Sections IV.D. and XI.B. of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the's

Death or Disability. The Executive’s 's employment shall terminate automatically immediately upon Executive's death. In the Executive’s death during event Employer, in good faith, determines that Executive is unable to perform the Term. If the functions of his position due to a Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth as defined below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theit may

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c16(f) of this Agreement of its intention to terminate the Executive’s 's employment. In such event, the Executive’s employment with the's employment

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death if Executive dies during the TermEmployment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability “Disability” set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c18(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethe Company shall terminate effective on the 30th day

Death or Disability. The If Executive’s employment hereunder shall terminate automatically upon be terminated during the Employment Term as a result of Executive’s death during the Term. If the Disability or Disability, Executive shall be deemed to have performed all of the requisite services under this Agreement for the remainder of the term for which the Executive has occurred during was elected in which the Term (pursuant termination occurred, and in addition Employer shall pay Executive or Executive’s estate in a single lump sum an amount equal to the definition of Disability set forth below), the Company may give Annual Retainer as in effect immediately prior to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thetermination.

Death or Disability. The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during or involuntary termination of employment by the Term. If the Company on account of his Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth as defined below), the Company may give subject to the Executive written notice in accordance with Section 10(c) requirements of its intention to terminate the Executive’s employmentapplicable law. In such event, If the Executive’s employment with theterminates due to death or involuntary termination by the Company on account of the Executive’s Disability, no payments shall be due under this Agreement, except that the Executive (or in the event of the Executive’s death, the Executive’s

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the,

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Disability of the Executive has occurred occurs during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theExecu-

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s death during the Term's death. If the Disability The Company may terminate Executive's employment upon Executive's Disability, effective as of the Executive has occurred during the Term (pursuant to the definition applicable date of Disability set forth below)his Disability, the Company may give by giving to the Executive written notice in accordance with Section 10(c) of its intention to terminate termination of the Executive’s 's employment. In such event, the Executive’s employment with the.

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company ) it may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with theemployment

Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c9(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the.

Death or Disability. The Executive’s 's employment shall terminate automatically upon the Executive’s 's death during the TermEmployment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Term Employment Period (pursuant to the definition of Disability set forth below), the Company it may give to the Executive written notice in accordance with Section 10(c11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with thethis Agreement of its