Common use of Death, Retirement or Disability Clause in Contracts

Death, Retirement or Disability. Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

Death, Retirement or Disability. Executive’s employment shall terminate terminates automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean means normal retirement as defined in the Company’s then-current retirement planplan in effect when Executive retires, or if there is no such retirement plan, “Retirement” shall will mean the Executive’s voluntary termination of employment after age 65 55 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred become disabled during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall will terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided thatunless, within the 30 days after such receipt, Executive shall not have has returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean means a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that If the Company does not maintain such a has no long-term disability plan, “Disability” shall will mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall will be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive)If the two physicians are unwilling to certify that the Executive is disabled, Executive’s termination shall will be deemed a termination by the Company without Cause and not a termination by reason because of his Disability.

Death, Retirement or Disability. Executive’s employment shall terminate automatically upon Executive’s death or Retirement (pursuant to the definition of Retirement set forth below) during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in Executive’s voluntary separation from service on or after the later of (i) 90 days after Executive has provided written notice to the Company’s then-current retirement plancorporate secretary of his decision to retire, or if there is no such retirement plan, “Retirement” (ii) Executive’s attainment of age 60 (but shall mean not include Executive’s voluntary termination after age 65 with ten years of servicehe has been given notice that he may be terminated for Cause). If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate Executive’s employment. In such event, Executive’s employment Executive shall separate from service with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” Disability shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with any illness or without reasonable accommodation, due to a medically determinable other physical or mental condition which of Executive that renders Executive incapable of performing his customary and usual duties for the Company, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in either case, has lasted (or can reasonably be expected to last) last for twelve workweeks in any twelve-month periodat least 180 days out of a period of 365 consecutive days. At The Board may require such medical or other evidence as it deems necessary to judge the request nature and permanency of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disabilitycondition.

Death, Retirement or Disability. Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to substantially perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition illness which has lasted (or can reasonably be expected to last) for twelve workweeks a period of six consecutive months. The foregoing determination of Disability will be made generally in any twelve-month periodaccordance with disability insurance as provided by the Company at the then current time. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

Death, Retirement or Disability. Executive’s 's employment shall terminate automatically upon Executive’s 's death or Retirement during the Employment Period. For purposes of this Agreement, “"Retirement” " shall mean normal retirement as defined in the Company’s 's then-current retirement plan, or if there is no such retirement plan, “"Retirement” " shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s 's employment. In such event, Executive’s 's employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “"Disability Effective Date”"), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s 's duties. For purposes of this Agreement, “"Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” " shall mean the inability of Executive, as determined by the Board, to substantially perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition illness which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month perioda period of six consecutive months. At the request of Executive or his personal representative, the Board’s 's determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s 's termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

Death, Retirement or Disability. Executive’s 's employment shall terminate automatically upon Executive’s 's death or Retirement during the Employment Period. For purposes of this Agreement, “"Retirement” " shall mean normal retirement as defined in the Company’s 's then-current retirement plan, or if there is no such retirement plan, “"Retirement” " shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s 's employment. In such event, Executive’s 's employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “"Disability Effective Date”"), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s 's duties. For purposes of this Agreement, “"Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” " shall mean the inability of Executive, as determined by the Board, to substantially perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition illness which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month perioda period of six consecutive months. At the request of Executive or his personal representative, the Board’s 's determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s 's termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

Death, Retirement or Disability. Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to substantially perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition illness which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month perioda period of six consecutive months. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

Death, Retirement or Disability. Executive’s employment shall terminate terminates automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean means normal retirement as defined in the Company’s then-current retirement planplan in effect when Executive retires, or if there is no such retirement plan, “Retirement” shall will mean the Executive’s voluntary termination of employment after age 65 55 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred become disabled during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall will terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided thatunless, within the 30 days after such receipt, Executive shall not have has returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean means a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that If the Company does not maintain such a has no long-term disability plan, “Disability” shall will mean the inability of Executive, as determined by the Board, to perform the essential functions of his her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his her personal representative, the Board’s determination that the Disability of Executive has occurred shall will be certified by two physicians mutually agreed upon by Executive, or his her personal representative, and the Company. Failing such independent certification (if so requested by Executive)If the two physicians are unwilling to certify that the Executive is disabled, Executive’s termination shall will be deemed a termination by the Company without Cause and not a termination by reason because of his her Disability.

Death, Retirement or Disability. Executive’s employment shall terminate terminates automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, Agreement “Retirement” shall mean means normal retirement as defined in the Company’s then-current retirement planplan in effect when Executive retires, or if there is no such retirement plan, “Retirement” shall will mean the Executive’s voluntary termination of employment after age 65 55 with ten fifteen years of service. If the Company determines in good faith that the Disability of Executive has occurred become disabled during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall will terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided thatunless, within the 30 days after such receipt, Executive shall not have has returned to fullfill-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean means a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that If the Company does not maintain such a has no long-term disability plan, “Disability” shall will mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall will be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive)If the two physicians are unwilling to certify that the Executive is disabled, Executive’s termination shall will be deemed a termination by the Company without Cause and not a termination by reason because of his Disability.

Death, Retirement or Disability. Executive’s 's employment shall terminate automatically upon Executive’s 's death or Retirement during the Employment Period. For purposes of this Agreement, “"Retirement” " shall mean normal retirement as defined in the Company’s 's then-current retirement plan, or if there is no such retirement planretiremenplan, “"Retirement” " shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s 's employment. In such event, Executive’s 's employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “"Disability Effective Date”"), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s 's duties. For purposes of this Agreement, “"Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” " shall mean the inability of Executive, as determined by the Board, to substantially perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition illness which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month perioda period of six consecutive months. At the request of Executive or his personal representative, the Board’s 's determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s 's termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

Death, Retirement or Disability. Executive’s 's employment shall terminate terminates automatically upon Executive’s 's death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean means normal retirement as defined in the Company’s then-current 's retirement planplan in effect when Executive retires, or if there is no such retirement plan, “Retirement” shall will mean the Executive's voluntary termination of employment after age 65 55 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred become disabled during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s 's employment. In such event, Executive’s 's employment with the Company shall will terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided thatunless, within the 30 days after such receipt, Executive shall not have has returned to full-time performance of Executive’s 's duties. For purposes of this Agreement, “Disability” shall mean means a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee 's long-term disability plan, if any. At any time that If the Company does not maintain such a has no long-term disability plan, “Disability” shall will mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s 's determination that the Disability of Executive has occurred shall will be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive)If the two physicians are unwilling to certify that the Executive is disabled, Executive’s 's termination shall will be deemed a termination by the Company without Cause and not a termination by reason because of his Disability.

Death, Retirement or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Retirement during the Employment Periodterm of this Agreement. For purposes of this Agreement, “Retirement” shall mean means a voluntary termination of employment that qualifies as normal or early retirement as defined in under the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination separation from service, as defined pursuant to Section 409A of the Code, after age 65 with ten years of service. As of the Effective Date, the Company’s retirement plan defines early retirement as voluntary termination after age 55 with five years of service, and normal retirement as voluntary termination after age 65. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th 90th day after receipt of such written notice by the Executive (the “Disability Effective Date”), provided provided, that, within the 30 90 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined means the Executive is (x) unable to engage in any substantial gainful activity by the Board reason of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or impairment that can reasonably be expected to last) result in death or can be expected to last for twelve workweeks in any twelve-month period. At a continuous period of not less than 12 months, as determined by a physician selected by the request of Executive Company or his personal representative, its insurers and acceptable to the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination y) by reason of his Disabilityany medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company, whichever is more favorable to the Executive.