Common use of Disability Clause in Contracts

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injurydisability, after any accommodation required by law, the Executive shall have been unable to perform incapable of performing his duties hereunder even with a reasonable accommodation on a full-time basis for a the entire period of ninety (90) four consecutive daysmonths or any 120 days in a 180-day period, and within thirty (30) 30 days after written Notice of Termination (as defined in Section 4 below6(d)) for Disability is given following such 90-day period the Executive he shall not have returned to the performance of his Executive’s duties hereunder on a full-time basis, the Employer may terminate Executive’s employment hereunder.

Disability. The Company shall be entitled to may terminate the Executive’s 's employment hereunder for “Disability” if, as a result of if the Executive’s incapacity due to , by reason of physical or mental illness or injurydisability, after any accommodation required by law, the Executive shall have been is unable to perform fulfil his obligations and duties hereunder on a full time basis for a period of ninety 4 months in any 12 month period (90) consecutive days, and within thirty (30) days after Notice other than by reason of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisauthorized vacation or leave).

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

Disability. The Company shall be entitled have the right to terminate the Executive’s employment hereunder for Disability (as defined below). “Disability” if, as a result of the shall mean Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable inability to perform his Executive’s duties hereunder on a full-time basis for a period of ninety (90) consecutive daysdays during any three hundred sixty-five (365) day period, and within thirty (30as a result of physical or mental incapacity as determined by a medical doctor reasonably selected in good faith by the Company. Any action taken pursuant to this Section 7(b) days after Notice of Termination (as defined shall be in Section 4 below) for Disability is given following such 90-day period accordance with the Executive shall not have returned to the performance of his duties on a full-time basisAmericans with Disabilities Act.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” may be terminated if, as a result of the Executive’s incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been is unable to perform his duties hereunder for a period of ninety (90) 180 consecutive daysdays and, and within thirty (30) 30 days after a Notice of Termination (as defined in Section 4 below) for Disability ), which Notice of Termination may not be given until the expiration of such consecutive 180 day period, is given following such 90-day period the to Executive, Executive shall has not have returned to the performance of his duties on a full-time basiswork (“Disability”).

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety one hundred eighty (90180) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the If Executive shall have been becomes unable to perform his the duties specified hereunder due to partial or total disability or incapacity resulting from a mental or physical illness, injury, or any other medical cause, for a period of ninety (90) three consecutive daysfull calendar months, and or for a cumulative period of 90 business days within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90any one-day period year, then, the Executive Company shall not have returned the right to the performance of his duties on a full-time basis.terminate Executive’s employment pursuant to this Agreement by written notice to Employment;

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

Disability. The Company shall be entitled have the right to terminate the Executive’s employment hereunder for “Disability” if, as Disability by providing Executive with a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) at least thirty (30) days prior to such termination. For purposes of this Agreement, “Disability” shall mean Executive’s becoming incapacitated by reason of sickness, accident or other physical or mental incapacity and having been unable to perform his normal duties for Disability is given following such 90-day a period the Executive shall not have returned to the performance of his duties on six (6) consecutive months as a full-time basisresult thereof.

Disability. The Company shall be entitled to terminate If, in the Executive’s employment hereunder for “Disability” ifreasonable good faith determination of the Board of Directors, as a result of the Executive’s 's incapacity due to physical or mental illness or injury, after any accommodation required by lawdisability, the Executive shall have been unable to perform incapable of performing his duties hereunder even with a reasonable accommodation on a full-time basis for a the entire period of ninety (90) three consecutive daysmonths or any 90 days in a 180-day period, and within thirty (30) 30 days after written Notice of Termination (as defined in Section 4 below6(c)) for Disability is given following such 90-day period the Executive he shall not have returned to the performance of his duties hereunder on a full-time basis, the Employer may terminate the Executive's employment hereunder.

Disability. The In the event that Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform the essential functions of his position hereunder, with or without reasonable accommodation, for at least eighty (80) days during any period of one-hundred eighty (180) consecutive calendar days, the Company shall be entitled to may terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within with thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period written notice. In that event, the Executive Company shall not have returned pay to the performance Executive, any earned and unpaid Base Salary and his pro-rated annual Target Bonus through the date of his duties on a full-time basistermination. The Company shall have no further obligation or liability to the Executive.

Disability. The Company shall be entitled to may immediately terminate the Executive’s 's employment hereunder for “due to his "Disability” if." For purposes of this Agreement, "Disability" shall mean a good faith determination by the Board in accordance with applicable law that as a result of the Executive’s incapacity due to a physical or mental illness injury or injury, after any accommodation required by lawillness, the Executive shall have been is unable to perform the essential functions of his duties hereunder job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days, and within thirty days or (30ii) one hundred eighty (180) days after Notice of Termination in any twelve (as defined in Section 4 below12) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basismonth period.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injurydisability, after any accommodation required by law, the Executive shall have been unable to perform incapable of performing his duties hereunder even with a reasonable accommodation on a full-time basis for a the entire period of ninety four consecutive months or any one hundred and twenty (90120) consecutive daysdays in a one hundred and eighty day (180-day) period, and within thirty (30) days after written Notice of Termination (as defined in Section 4 below6(d)) for Disability is given following such 90-day period the Executive he shall not have returned to the performance of his duties hereunder on a full-time basis, the Employer may terminate Executive’s employment hereunder.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injuryimpairment, after any accommodation required by law, the Executive shall will have been substantially unable to perform his duties hereunder under this Agreement for a continuous period of ninety (90) consecutive days180 days or for 210 days within any one-year period, and within thirty (30) days after Notice then the Company may terminate Executive’s employment as a result of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis“Disability.”

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result may be terminated by the Employer due to illness or other physical or mental disability of the Executive, resulting in Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable inability to perform his substantially Executive’s duties hereunder under this Agreement for a period of ninety (90) or more consecutive days, and within thirty days or for one hundred eighty (30180) days after Notice of Termination in the aggregate during any consecutive twelve (as defined in Section 4 below12) for Disability is given following such 90-day month period the Executive shall not have returned to the performance of his duties on a full-time basis(“Disability”).

Disability. The Company shall be entitled may terminate Executive's employment after having established Executive's Disability, subject to terminate the Executive’s employment hereunder for “Disability” if, as a result payment by the Company to Executive of the benefits provided in Section 7(b) hereof. For purposes of this Agreement, "Disability" shall mean Executive’s incapacity due 's inability to substantially perform his duties and responsibilities hereunder by reason of any physical or mental illness incapacity for two or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period more periods of ninety (90) consecutive daysdays each in any three hundred and sixty (360) day period, as determined by a physician with no history of prior dealings with the Company or Executive, as reasonably agreed upon by the Company and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisExecutive.

Disability. The Company shall be entitled may terminate Executive's employment hereunder, upon written notice to terminate Executive, in the Executive’s employment hereunder for “Disability” ifevent that Executive becomes disabled during the Term through any condition of either a physical or psychological nature and, as a result of the Executive’s incapacity due to physical result, is, with or mental illness or injurywithout reasonable accommodation, after any accommodation required by law, the Executive shall have been unable to perform his duties the essential functions of the services contemplated hereunder for (a) a period of ninety (90) consecutive days, and within thirty or (30b) for shorter periods aggregating one hundred twenty (120) days after Notice of Termination during any twelve (as defined in Section 4 below12) for Disability is given following such 90-day month period during the Executive shall not have returned to the performance of his duties on a full-time basisTerm.

Disability. The Executive's employment may be terminated by the Company shall be entitled due to terminate the Executive’s employment hereunder for “Disability” if, as a result illness or other physical or mental disability of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable resulting in his inability to perform substantially his duties hereunder under this Agreement for a period of ninety (90) or more consecutive days, and within thirty days or for one hundred eighty (30180) days after Notice of Termination in the aggregate during any consecutive twelve (as defined in Section 4 below12) for Disability is given following such 90-day month period the Executive shall not have returned to the performance of his duties on a full-time basis("Disability").

Disability. The Company shall be entitled to terminate the Executive’s 's employment hereunder for “Disability” if, as a result may be terminated by the Company in the event of the Executive’s incapacity due to 's physical or mental illness incapacity or injury, after any accommodation required by law, the Executive shall have been unable inability to perform his duties hereunder as contemplated under this Agreement for a period of ninety at least one hundred twenty (90120) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for after having established Executive’s Disability, subject to the payment by the Company to Executive of the benefits provided in Section 7(b) hereof. For purposes of this Agreement, “Disability” if, as a result of the shall mean Executive’s incapacity due inability to substantially perform his duties and responsibilities hereunder by reason of any physical or mental illness incapacity for two or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period more periods of ninety (90) consecutive daysdays each in any three hundred and sixty (360) day period, as determined by a physician with no history of prior dealings with the Company or Executive, as reasonably agreed upon by the Company and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisExecutive.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for due to Executive’s “Disability” if(defined below) while Executive is so Disabled. For purposes of this Agreement, as a result of the termination due to Executive’s incapacity due “Disability” shall be deemed to physical or mental illness or injury, after any accommodation required by law, have occurred if the Executive shall have has not been unable able to perform his material duties hereunder for a period of ninety one hundred eighty (90) consecutive days, and within thirty (30180) days after Notice of Termination in a three hundred sixty five (as defined in Section 4 below365) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisperiod.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injurydisability, after any accommodation required by law, the Executive shall have been unable to perform incapable of performing his duties hereunder even with a reasonable accommodation on a full-time basis for a the entire period of ninety four consecutive months or any one hundred and twenty (90120) consecutive daysdays in a one hundred and eighty (180) day period, and within thirty (30) days after written Notice of Termination (as defined in Section 4 below6(d)) for Disability is given following such 90-day period the Executive he shall not have returned to the performance of his duties hereunder on a full-time basis, the Employer may terminate Executive’s employment hereunder.

Disability. The Company shall be entitled to terminate If during the Executive’s employment hereunder for “Disability” ifTerm of this Agreement, as a result of the Executive’s incapacity due to physical Executive becomes physically or mental illness or injury, after any accommodation required by law, the Executive shall have been mentally unable to perform his her duties for the Company hereunder and such incapacity has continued for a period total of ninety (90) consecutive days, and within thirty days or any one hundred twenty (30120) days after Notice in a period of Termination three hundred sixty-five (as defined in Section 4 below365) for Disability is given following such 90-day period consecutive days (“Disability”), then the Executive Company shall not have returned the right to terminate Executive’s employment with the performance of his duties on a full-time basisCompany upon written notice to Executive.

Disability. The Company shall be entitled to may terminate the Executive’s 's employment hereunder for “---------- "Disability” " if, as a result of the Executive’s incapacity due to physical or mental illness or injuryincapacity, after any accommodation required by law, the Executive shall not have been unable to perform performed his duties hereunder with the Company on a substantially full- time basis for (i) six (6) consecutive months, or (ii) for a total of 180 days in any given period of ninety twelve (9012) consecutive daysmonths, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the but only if Executive shall not have returned to the full-time performance of his duties on with the Company during the thirty (30) day period following the delivery by the Company of a full-time basiswritten notice of termination for Disability.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawillness, the Executive shall have been substantially unable to perform his duties hereunder for a an entire period of ninety (90) at least 90 consecutive days, and days or 180 non-consecutive days within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90any 365-day period (“Disability”), the Executive Employer shall have the right to terminate the Employment and the Employment Period without further notice and such termination in and of itself shall not have returned be, nor shall it be deemed to the performance be, a breach of his duties on a full-time basisthis Agreement.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injuryas determined by a physician selected by the Executive, after any accommodation required by lawand reasonably acceptable to the Company, (i) the Executive shall have been substantially unable to perform his duties hereunder for a two consecutive months, or for an aggregate of 60 days during any period of ninety twelve consecutive months and (90ii) consecutive days, and within thirty (30) days after written Notice of Termination (as defined in Section 4 below) for Disability is given following to the Executive after such 90-day period two- or twelve- month period, the Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate the Executive’s employment hereunder for “Disability”.

Disability. In the event that the Executive shall, because of illness or incapacity, physical or mental, be unable to perform the duties and services to be performed by him hereunder for a consecutive period of six months, or nine months during any twelve month period, the Company may terminate the employment of the Executive hereunder after the expiration of such period. The Company Executive shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform receive his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned base salary up to the performance date of his duties on a full-time basissuch termination.

Disability. The Company shall be entitled have the right to terminate Executive's employment during the Executive’s employment hereunder for “Disability” if, as a result Period of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within Employment upon not less than thirty (30) days after Notice prior written notice to Executive or his personal representative if, because of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the mental or physical disability, Executive shall not have returned been incapable, with reasonable accommodation, of satisfactorily performing his duties under Section 2 hereof for a continuous period of one hundred twenty (120) days or for a total period of two hundred ten (210) days in any three hundred sixty (360) day-period prior to the performance date of his duties on a full-time basissuch notice.

Disability. The Company shall be entitled to Company, at its option, may terminate the Executive’s employment hereunder for upon the Disability of Executive. For purposes of this Agreement, “Disability” if, as a result of the Executive’s incapacity due to shall mean physical or mental illness or injury, after any accommodation required by law, the incapacity that renders Executive shall have been unable to perform his the normal and customary duties hereunder of employment of Executive even with a reasonable accommodation for (A) 120 days in any twelve (12) month period or (B) for a period of ninety (90) consecutive successive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for if the Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, means the Executive shall have been is unable to perform the essential functions of his duties hereunder position as Founder and Chairman Emeritus, with or without a reasonable accommodation, for a period of ninety (90) consecutive days, and calendar days or one hundred eighty (180) non-consecutive calendar days within thirty any rolling twelve (3012) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basismonth period.

Disability. The Company shall be entitled to may terminate the Executive’s 's employment hereunder for “Disability” if, as a result of if the Executive’s incapacity , due to physical or mental illness injury or injuryillness, after any accommodation required by law, the Executive shall have been is unable to perform his the Executive's duties hereunder under this Agreement for a period an aggregate of ninety (90) consecutive days, and within thirty (30) 135 days after Notice out of Termination (as defined in Section 4 below) for Disability is given following such 90-any 270 day period the Executive shall not have returned to the performance of his duties on a full-time basisperiod.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been substantially unable to perform his duties hereunder for a an entire period of ninety (90) at least 90 consecutive daysdays or 180 non-consecutive days within any 365-day period, the Company shall have the right to terminate Executive’s employment hereunder for “Disability”, and within thirty (30) days after Notice such termination in and of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive itself shall not have returned be, nor shall it be deemed to the performance be, a breach of his duties on a full-time basisthis Agreement.

Disability. The Company shall be entitled have the right to terminate the Executive’s employment hereunder for if the Board of Directors determines that the Executive is unable to perform his duties by reason of Disability. As used herein, “Disability” if, as a result shall mean the inability of the Executive’s incapacity Executive due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable injury to perform his duties hereunder for a any period of ninety (90) 180 consecutive days, days and within thirty (30) days after Notice the return of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive to his duties for periods of 15 days or less shall not have returned to the performance of his duties on a full-time basisinterrupt such 180 day period.

Disability. The Company shall be entitled have the right to terminate Executive's employment during the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within Employment Term upon not less than thirty (30) days after Notice prior written notice to Executive or his personal representative if, because of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the mental or physical disability, Executive shall not have returned been incapable, with reasonable accommodation, of satisfactorily performing the essential functions of his job under Section 2 hereof for a continuous period of one hundred twenty (120) days or for a total period of two hundred ten (210) days in any three hundred sixty (360) day-period prior to the performance date of his duties on a full-time basissuch notice.

Disability. The Company shall be entitled may, at its option, terminate Executive's employment under this Agreement upon written notice to terminate the Executive if Executive’s employment hereunder for “Disability” if, as a result because of the Executive’s incapacity due to physical or mental illness incapacity or injurydisability, after any accommodation required by law, the Executive shall have been unable fails to perform the essential functions of his duties hereunder position, with reasonable accommodation, required of him under this Agreement for a continuous period of ninety (90) consecutive days, and 120 days or any 180 days within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90any 12-day period the Executive shall not have returned to the performance of his duties on a full-time basismonth period.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for if the Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, means the Executive shall have been is unable to perform the essential functions of his duties hereunder position as Executive Vice President , with or without a reasonable accommodation, for a period of ninety one-hundred twenty (90120) consecutive days, and within thirty days or one-hundred eighty (30180) days after Notice of Termination during any rolling consecutive twelve (as defined in Section 4 below12) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basismonth period.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawthe Executive (i) shall be become eligible to receive a benefit under the Company’s long-term disability plan applicable to the Executive, or (ii) if no such long-term disability plan is applicable to the Executive, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty days or a period of ninety (3090) days after Notice of Termination in any one hundred eighty (as defined in Section 4 below180) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisperiod.

Disability. The Company shall be entitled to terminate the Executive’s 's employment hereunder for “"Disability” " if, as a result of the Executive’s 's incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period period, the Executive shall not have returned to the performance of his duties on a full-time basis.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for “Disability” if, as a result of if the Executive’s incapacity due to , by reason of physical or mental illness or injurydisability, after any accommodation required by law, the Executive shall have been is unable to perform fulfill his obligations and duties hereunder on a full time basis (other than by reason of authorized vacation or leave) for a period in excess of ninety (90) consecutive days, and within thirty (30) 90 working days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90any one-day period the Executive shall not have returned to the performance of his duties on a full-time basisyear period.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for if the Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” if, as a result means the Executive is unable to perform the essential functions of the Executive’s incapacity due to physical position, with or mental illness or injurywithout a reasonable accommodation, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) 90 consecutive days, and calendar days or 180 non-consecutive calendar days within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisany rolling 12 month period.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawillness, the Executive shall have been unable to perform his duties hereunder the essential functions of her position, even with reasonable accommodation that does not impose an undue hardship on the Company, on a full-time basis for a the entire period of ninety six (906) consecutive daysmonths, and within thirty (30) days after Notice written notice of Termination (as defined in Section 4 below) for Disability termination is given following (which may occur before or after the end of such 90six-day period the Executive month period), shall not have returned to the performance of his her duties hereunder on a full-time basisbasis (a “disability”), the Company may terminate the Executive’s employment on account of such disability.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, If the Executive shall have has been unable to perform his duties obligations hereunder for a period six consecutive months, or for at least 180 days during any calendar year, due to Disability, the Company shall thereafter have the right to terminate the Executive's employment hereunder upon at least 30 days' prior written notice to the Executive of ninety (90) consecutive daysthe effective date of such termination, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period thereupon the Executive shall not have returned be entitled solely to the performance of his duties on a full-time basispayments and benefits set forth in Section 7(b) hereof.

Disability. The Company shall be entitled to terminate In the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the event that Executive shall suffer a disability which shall have been unable to perform prevented him from performing satisfactorily his duties obligations hereunder for a period of ninety (90) at least 90 consecutive days, and or 180 non-consecutive days within thirty (30) days after Notice any 365 day period, the Company shall have the right to terminate Executive's employment, such termination to be effective upon the giving of Termination (as defined notice thereof to Executive in accordance with Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis6.03 hereof.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for if the Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, means the Executive shall have been is unable to perform his duties hereunder the essential functions of her position, with or without a reasonable accommodation, for a period of ninety (90) 90 consecutive days, and calendar days or 180 non-consecutive calendar days within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisany rolling 12 month period.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his the Executive’s duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been substantially unable to perform his duties hereunder for a period of ninety (90) at least 120 consecutive daysdays or 180 non-consecutive days within any 365-day period, the Company shall have the right to terminate Executive’s employment hereunder for “Disability”, and within thirty (30) days after Notice such termination in and of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive itself shall not have returned be, nor shall it be deemed to the performance be, a breach of his duties on a full-time basisthis Agreement or any law.

Disability. The Company shall be entitled have the right to terminate the this Agreement and Executive’s employment by the Company hereunder for “Disability” if, as a result of in the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the event that Executive shall have been be unable to perform his duties hereunder by virtue of illness or physical or mental disability (from any cause or causes whatsoever) in substantially the manner and to the extent required of him hereunder prior to the commencement of such disability and Executive shall fail to perform such duties for a period of ninety periods aggregating sixty (9060) consecutive days, and within thirty whether or not continuous, in any continuous three hundred sixty (30360) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisperiod.

Disability. The Company shall be entitled at all times have the right, upon written notice to the Executive, to terminate the Executive’s 's employment hereunder for “Disability” ifhereunder, if the Executive shall, as a the result of the Executive’s incapacity due to mental or physical or mental incapacity, illness or injurydisability, after any accommodation required by law, the Executive shall have been become unable to perform the essential functions of his duties hereunder position, with or without reasonable accommodation, for a period of ninety (90) 90 consecutive daysdays or a period of 120 days during any 12 month period. Upon termination of the Executive's employment with the Company pursuant to this Section 3.3, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned shall, subject to the performance other provisions of his duties on a full-time basisthis Agreement, only be entitled to the compensation specified in Sections 4.3, 4.6 and 4.8 hereof.

Disability. The Company shall be entitled to may terminate the Executive’s 's employment hereunder for “Disability” if, as a result of after having established the Executive’s incapacity due to 's Disability or the Executive can terminate if he has established his Disability. For purposes of this Agreement, "Disability" means a physical or mental illness or injury, after any accommodation required by law, infirmity which impairs the Executive shall have been unable Executive's ability to substantially perform his duties hereunder under this Agreement for a period of ninety at least one hundred eighty (90) consecutive days, and within thirty (30180) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90during any 365-consecutive-day period the Executive shall not have returned to the performance of his duties on a full-time basisperiod.

Disability. The Company shall have the right, but shall not be entitled obligated to terminate the Executive’s employment 's engagement hereunder for “Disability” if, as a result of in the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, event the Executive shall have been becomes disabled such that he is unable to perform discharge his duties hereunder to the Company for a period of ninety (90) consecutive days, and within thirty days or one hundred twenty (30120) days after Notice of Termination in any one hundred eighty (as defined in Section 4 below180) for Disability is given following such 90-consecutive day period the Executive shall period, provided longer periods are not have returned to the performance of his duties on required under applicable local labor regulations (a full-time basis"Permanent Disability").

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for by reason of the Executive’s “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawillness, the Executive shall have been unable to perform his duties hereunder for a period of ninety six (906) consecutive daysmonths or for 180 days within any 365-day period, and within thirty (30) 30 days after written Notice of Termination (as defined in Section 4 below) for Disability is given following such 906-month or 180-day period period, as the case may be, the Executive shall not have returned to the performance of his duties on a full-time basisin accordance with this Agreement.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for “Disability” if, as a result if he is disabled and unable to perform the essential functions of the Executive’s incapacity due to physical then existing position or mental illness positions under this Agreement with or injury, after any without reasonable accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety 180 days (90which need not be consecutive) consecutive days, and within thirty in any twelve (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis12)-month period.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawillness, the Executive shall have been unable to perform the essential functions of his duties hereunder position, even with reasonable accommodation that does not impose an undue hardship on the Company, on a full-time basis for a the entire period of ninety six (906) consecutive daysmonths, and within thirty (30) days after Notice written notice of Termination (as defined in Section 4 below) for Disability termination is given following (which may occur before or after the end of such 90six-day period the Executive month period), shall not have returned to the performance of his duties hereunder on a full-time basisbasis (a “disability”), the Company may terminate the Executive’s employment hereunder.

Disability. The If Executive incurs a Disability, the Company shall be entitled to may terminate the Executive’s employment hereunder for “Disability” if, upon thirty (30) days written notice by a Notice of Disability Termination, at any time thereafter during such twelve (12) month period while Executive is unable to carry out his duties as a result of the Executive’s incapacity due to same or related physical or mental illness or injury, after any accommodation required by law, incapacity. Such termination shall not be effective if Executive returns to the Executive shall have been unable to perform full time performance of his material duties hereunder for a period of ninety (90) consecutive days, and within such thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisperiod.

Disability. (i) The Company shall be entitled to may terminate the Executive’s 's employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder for “Disability” ifthrough any illness, injury, accident or condition of either a physical or psychological nature and, as a result of the Executive’s incapacity due to physical or mental illness or injuryresult, after any accommodation required by law, the Executive shall have been is unable to perform substantially all of his duties and responsibilities hereunder for a period of ninety (90) days during any period of three hundred sixty-five (365) consecutive calendar days, and within thirty . (30ii) days after Notice The Board may designate another employee to act in the Executive's place during any period of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisExecutive's disability.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, If the Executive shall have been is unable to perform his duties hereunder as a result of any physical or mental disability (i) which continues for a period of ninety 60 consecutive days or (90ii) consecutive daysfor 90 days in any 365 consecutive-day period, and within thirty (30) then the Company may terminate this Agreement upon 30 days written notice to the Executive, provided that the Executive's Base Salary shall continue to accrue ratably for 90 days after Notice the date of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisExecutive's termination.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the period, Executive shall not have returned to the performance of his duties on a full-time basis.

Disability. The Company shall be entitled to terminate In the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the event that Executive shall suffer a ---------- disability which shall have been unable to perform prevented him from performing satisfactorily his duties obligations hereunder for a period of ninety (90) at least 90 consecutive days, and or 180 non- consecutive days within thirty (30) days after Notice any 365 day period, the Company shall have the right to terminate Executive's employment for "Disability," such termination to be effective upon the giving of Termination (as defined notice thereof to Executive in accordance with Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis6.03 hereof.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s 's incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been substantially unable to perform his duties hereunder for a period of ninety (90) consecutive days120 days in any 365 day period, the Company shall have the right to terminate Executive's employment hereunder for "Disability", and within thirty (30) days after Notice such termination in and of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive itself shall not have returned be, nor shall it be deemed to the performance be, a breach of his duties on a full-time basisthis Agreement.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawillness, the Executive shall have been substantially unable to perform his duties hereunder for a an entire period of ninety (90) at least 90 consecutive days, and days or 180 non-consecutive days within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90any 365-day period (“Disability”), the Executive Employer shall have the right to terminate the Employment without further notice and such termination in and of itself shall not have returned be, nor shall it be deemed to the performance be, a breach of his duties on a full-time basisthis Agreement.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for Disability. For purposes of this Agreement, “Disability” if, as a result of means the Executive’s incapacity due to inability by reason of physical or mental illness to fulfill his obligations hereunder for one hundred twenty (120) consecutive days or injurya total of one hundred eighty (180) days in any twelve (12)-month period which, after any accommodation required in the reasonable opinion of an independent physician selected by law, the Company or its insurers and reasonably acceptable to the Executive shall have been or the Executive’s legal representative, renders the Executive unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance essential functions of his duties on a full-time basisjob, even after reasonable accommodations are made by the Company.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” may be terminated if, as a result of the Executive’s incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been is unable to perform his her duties hereunder for a period of ninety (90) 180 consecutive daysdays and, and within thirty (30) 30 days after a Notice of Termination (as defined in Section 4 below) for Disability ), which Notice of Termination may not be given until the expiration of such consecutive 180 day period, is given following such 90-day period the to Executive, Executive shall has not have returned to the performance of his duties on a full-time basiswork (“Disability”).

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been substantially unable to perform his duties hereunder for a an entire period of ninety (90) consecutive 180 days, and within thirty (30) 30 days after written Notice of Termination (as defined in Section 4 below) for Disability is given following after such 90180-day period the period, Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company will have the right to terminate Executive’s employment hereunder for “Disability”, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, if the Executive shall have been substantially unable to perform his the Executive’s material duties hereunder by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for 120 consecutive days or 180 days in any twelve (12)-month period (a period of ninety “Disability”) (90) consecutive daysprovided, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following that until such 90-day period termination, the Executive shall not have returned continue to receive the Executive’s compensation and benefits hereunder, reduced by any benefits payable to the performance of his duties on a full-time basis.Executive under any applicable disability insurance policy or plan); or

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for due to Executive’s “Disability” if(defined below) while Executive is so Disabled. For purposes of this Agreement, as a result of the termination due to Executive’s incapacity due “Disability” shall be deemed to physical or mental illness or injury, after any accommodation required by law, have occurred if the Executive shall have has not been unable able to perform his Executive’s material duties hereunder for a period of ninety one hundred eighty (90) consecutive days, and within thirty (30180) days after Notice of Termination in a three hundred sixty five (as defined in Section 4 below365) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisperiod.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s 's incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been unable to perform his duties the duties, functions and responsibilities required hereunder for a period of ninety (90) consecutive days, and within thirty days or shorter periods aggregating to one hundred twenty (30120) days after Notice of Termination in any twelve (as defined in Section 4 below12) for Disability is given following such 90-day months, Company may terminate Executive's employment hereunder. During any period the that Executive shall not have returned fails to the performance of perform his duties on hereunder as a full-result of incapacity or due to physical or mental illness, he shall continue to receive full compensation and other benefits called for hereunder until such time basisas there is a date of termination pursuant to this Section 8.1(b).

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity of the Executive due to physical or mental illness or injury, after any accommodation required by lawillness, the Executive shall have been is unable to perform his substantially and continuously the duties assigned to him hereunder for a period of ninety three (903) consecutive daysmonths or for a non-consecutive period of nine (9) months during the Term of Employment, and within the Company may terminate his employment for “Disability” upon thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned prior written notice to the performance of his duties on a full-time basisExecutive.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a the result of the Executive’s incapacity due to any physical or mental illness or injury, after any accommodation required by lawdisability, the Executive shall have been fail or be unable to perform his duties hereunder for a period total of ninety (90) consecutive days120 days in any 12-month period, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned Company may, by notice to the performance Executive, terminate his employment under this agreement as of his duties on a full-time basisthe date of the notice.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawdisability, the Executive shall have been unable to perform his duties hereunder for a period of ninety six (906) consecutive daysmonths, and within thirty (30) days after written Notice of Termination (as defined in Section 4 below) for Disability is thereafter given following such 90-day period the Executive shall not have returned to the full-time performance of his duties on a full-time basishereunder.

Disability. The Company shall be entitled to terminate In the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, event that the Executive shall suffer a disability which shall have been unable to perform prevented him from performing satisfactorily his duties obligations hereunder for a period of at least ninety (90) consecutive daysdays or one hundred eighty (180) non-consecutive days within any three hundred sixty-five (365) day period, and within thirty (30) days after Notice the Company shall have the right to terminate the Executive's employment, such termination to be effective upon the giving of Termination (as defined in Section 4 below) for Disability is given following such 90-day period notice thereof to the Executive shall not have returned to the performance of his duties on a full-time basisin accordance with Section 6.3 hereof.

Disability. The If the Executive is unable, as reasonably determined by the Board, to substantially perform his duties as an executive officer hereunder by reason of a physical or mental infirmity for a total of 90 calendar days in any twelve-month period during the Employment Term ("Disability"), the Company shall be entitled to terminate the Executive’s 's employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in accordance with Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis7.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for if the Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, means the Executive shall have been is unable to perform the essential functions of his duties hereunder position as CEO, with or without a reasonable accommodation, for a period of ninety (90) 120 consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisor 180 days during any rolling consecutive 12 month period.

Disability. The Company shall be entitled to terminate If the Executive’s Executive is prevented from performing his employment hereunder for “Disability” if, as a result duties by reason of the Executive’s incapacity due to physical or mental illness or injury, after incapacity for 180 days in any accommodation required by law365 day period, the Company may terminate his employment upon 60 days written notice to Executive shall have been unable to perform or his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisor her duly appointed legal representative.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for if the Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, means the Executive shall have been is unable to perform the essential functions of his duties hereunder position as CEO, with or without a reasonable accommodation, for a period of ninety (90) 120 consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90or 180 days during any rolling consecutive 12-day period the Executive shall not have returned to the performance of his duties on a full-time basismonth period.

Disability. The Company shall be entitled to terminate the Executive’s 's employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law's Disability (as defined below), the Executive shall have been unable to perform absent from his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisbasis for an aggregate of more than 180 days during any 18 month period. "DISABILITY" means Executive's inability to perform substantially his regular duties by reason of illness or other physical or mental incapacity expected to be of long-term or indefinite duration as determined by an independent physician selected reasonably and in good faith by the Board.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawillness, the Executive shall have been unable to perform the essential functions of his duties hereunder position, even with reasonable accommodation that does not impose an undue hardship on the Company, on a full- time basis for a the entire period of ninety six (906) consecutive daysmonths, and within thirty (30) days after Notice written notice of Termination (as defined in Section 4 below) for Disability termination is given following (which may occur before or after the end of such 90-day period the Executive six- month period), shall not have returned to the performance of his duties hereunder on a full-time basisbasis (a “disability”), the Company may terminate the Executive’s employment on account of such disability.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawillness, the Executive shall have been unable to perform the essential functions of his duties hereunder position, even with reasonable accommodation that does not impose an undue hardship on the Company, on a full-time basis for a the entire period of ninety six (906) consecutive daysmonths, and within thirty (30) days after Notice written notice of Termination (as defined in Section 4 below) for Disability termination is given following (which may occur before or after the end of such 90-day period the Executive six month period), shall not have returned to the performance of his duties hereunder on a full-time basisbasis (a “disability”), the Company may terminate the Executive’s employment hereunder.

Disability. The Company shall be entitled If, by reason of the same or related physical or mental reasons, Executive is unable to carry out his material duties pursuant to this Agreement for more than six (6) months in any twelve (12) month period, the Companies may terminate the Executive’s 's employment hereunder for “Disability” ifDisability upon thirty (30) days prior written notice, at any time thereafter during such twelve (12) month period in which Executive is unable to carry out his duties as a result of the Executive’s incapacity due to same or related physical or mental illness or injury, after any accommodation required by law, illness. Such termination shall not be effective if Executive returns to the Executive shall have been unable to perform full time performance of his material duties hereunder for a period of ninety (90) consecutive days, and within such thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis.day

Disability. The In the event that Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform the essential functions of his position hereunder, with or without reasonable accommodation, for at least eighty (80) days during any period of one-hundred eighty (180) consecutive calendar days, the Company shall be entitled to may terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within with thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period written notice. In that event, the Executive Company shall not have returned pay to the performance Executive, any earned and unpaid Base Salary and his pro-rated annual Target Bonus through the date of his duties on a full-time basis.termination. The Company shall have no further obligation or liability to the Executive. ​

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been is substantially unable to perform his duties hereunder under this Agreement (with or without reasonable accommodation, as defined under the Americans With Disabilities Act), for a an entire period of ninety six (906) consecutive daysmonths, and within thirty (30) days after a Notice of Termination (as defined in Section 4 below7(a)) for Disability is given following after such 90-day period the six (6) month period, Executive shall does not have returned return to the substantial performance of his duties on a full-time basis, the Company has the right to terminate Executive’s employment under this Agreement for “Disability”, and such termination will not be a breach of this Agreement by the Company.

Disability. The In the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform the essential functions of his position hereunder, with or without reasonable accommodation, for at least eighty (80) days during any period of one-hundred eighty (180) consecutive calendar days, the Company shall be entitled to may terminate the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within with thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period written notice. In that event, the Executive Company shall not have returned pay to the performance Executive, any earned and unpaid Base Salary and his pro-rated annual Target Bonus through the date of his duties on a full-time basistermination. The Company shall have no further obligation or liability to the Executive.

Disability. The Company shall be entitled If the Executive is unable to terminate perform the Executive’s employment hereunder for “Disability” ifduties required of him under this Agreement because of illness, as a result of the Executive’s incapacity due to incapacity, or physical or mental illness disability for an aggregate of one hundred twenty (120) days (whether or injurynot consecutive) during any twelve (12) month period during the term of this Agreement, after any accommodation required by lawin which event the Company may terminate Executive's employment; provided, however, that if at such time the Executive is not covered by a long-term disability plan of the Company, then the Executive's employment shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given terminate six months following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisevent.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s 's incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been substantially unable to perform his duties hereunder for a an entire period of ninety (90) at least 90 consecutive days, and days or 180 non-consecutive days within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90any 365-day period period, the Executive Employer shall have the right to terminate Executive's employment hereunder for “Disability,” and such termination in and of itself shall not have returned be, nor shall it be deemed to the performance be, a breach of his duties on a full-time basisthis Agreement.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been substantially unable to perform his duties hereunder for a an entire period of ninety (90) at least 90 consecutive days, and days or 180 non-consecutive days within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90any 365-day period period, the Executive Employer shall have the right to terminate Executive’s employment hereunder for “Disability,” and such termination in and of itself shall not have returned be, nor shall it be deemed to the performance be, a breach of his duties on a full-time basisthis Agreement.

Disability. The Company shall be entitled to terminate the Executive’s 's employment hereunder for “"Disability” " if, as a result of the Executive’s 's incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s incapacity of the ---------- Executive due to physical or mental illness or injury, after any accommodation required by lawillness, the Executive shall have been is unable to perform his substantially and continuously the duties hereunder assigned to him hereunder, with or without a reasonable accommodation, for a period of ninety three (903) consecutive daysmonths or for a non-consecutive period of nine (9) months during the Term of Employment, and within the Company may terminate his employment for "Disability" upon thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned prior written notice to the performance of his duties on a full-time basisExecutive.

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

Disability. The Company shall be entitled to terminate If during the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, Term the Executive shall have been becomes physically or mentally disabled whether totally or partially, either permanently or so that the Executive is unable substantially and competently to perform his duties hereunder for a period of ninety 90 consecutive days or for 90 days during any six-month period during the Term (90) consecutive daysa “Disability”), the Company may terminate the Executive’s employment hereunder by written notice to the Executive. In the event of such termination, the Company will pay to the Executive his base salary in monthly installments and within thirty (30) days after Notice of Termination (as defined continue to provide the benefits provided hereunder, in Section 4 below) each case for Disability is given twelve months following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basistermination.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” Disability if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have has been unable unable, due to physical or mental illness or incapacity, to perform the essential duties of his duties hereunder employment with reasonable accommodation for a continuous period of ninety (90) consecutive days, days or an aggregate of one-hundred and within thirty eight (30180) days after Notice of Termination in any twelve (as defined in Section 4 below12) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basismonth period.

Disability. The Company shall be entitled to may terminate the Executive’s 's employment hereunder for “at any time in the event of Executive's disability. "Disability” if, as a result of the " is defined to mean Executive’s incapacity due 's inability to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to substantially perform his normal duties hereunder for a period of ninety twenty-four (9024) consecutive days, and within thirty weeks (30not necessarily continuous or calendar weeks) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis.during any twelve

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” ifIf, as a result of the Executive’s 's incapacity due to physical or mental illness or injuryillness, after any accommodation required by law, the Executive shall have been substantially unable to perform his duties hereunder for a an entire period of ninety three (903) consecutive daysmonths, and within thirty (30) days after written Notice of Termination (as defined in Section 4 below) for Disability is given following after such 90-day period the three (3) month period, Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Executive's employment hereunder for "Disability", and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.

Disability. The Company shall be entitled to terminate In the Executive’s employment hereunder for “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the event Executive shall suffer from a mental or physical disability which shall have been unable to perform prevented him from performing his material duties hereunder for a period of ninety at least one-hundred eighty (90180) non-consecutive daysdays within any 365 day period, the Company shall have the right to terminate Executive's employment for "Disability," such termination to be effective upon the giving of notice thereof to the Executive in accordance with Section 7(g) hereof, such termination shall not be deemed to be a breach of this Agreement, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Company shall provide to the Executive shall not have returned to the performance of his duties on a full-time basis.amounts and benefits provided for in

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for upon notice to the Executive if the Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, means the Executive shall have been is unable to perform the essential functions of his duties hereunder position, with or without a reasonable accommodation, for a period of ninety (90) 90 consecutive days, and calendar days or 180 non-consecutive calendar days within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basisany rolling 12 month period.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder for after having established the Executive’s Disability or the Executive can terminate if he has established his Disability. For purposes of this Agreement, “Disability” if, as means a result of physical or mental infirmity which impairs the Executive’s incapacity due ability to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to substantially perform his duties hereunder under this Agreement for a period of ninety at least one hundred eighty (90) consecutive days, and within thirty (30180) days after Notice of Termination (as defined in Section 4 below) for Disability is given following such 90during any 365-consecutive-day period the Executive shall not have returned to the performance of his duties on a full-time basisperiod.

Disability. The In the event that the Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least ninety (90) consecutive days or one hundred eighty (180) non-consecutive days within any three hundred sixty-five (365) day period, the Company shall be entitled have the right to terminate the Executive’s employment hereunder for “Disability” ifemployment, as a result such termination to be effective upon the giving of the Executive’s incapacity due notice thereof to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in accordance with Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned to the performance of his duties on a full-time basis6.3 hereof.

Disability. The Company shall be entitled to may terminate the Executive’s employment hereunder Executive if the Executive is unable for “Disability” if, a period of 180 consecutive days to perform his duties as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days, and within thirty (30) days after Notice of Termination (being "disabled" as defined in this Section 4 below4.E. "Disabled" shall mean (i) for Disability a determination by a physician selected by Executive and approved by the Board that Executive is suffering from total disability and (ii) the Company has given following Executive 30 days notice of potential termination and within such 90-30 day period the Executive shall has not have returned to the full time performance of his duties on a full-time basisduties.

Disability. The Company shall be entitled reserves the right to terminate the Executive’s 's employment hereunder for “Disability” upon ten (10) days written notice if, as a result of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, the Executive shall have been unable to perform his duties hereunder for a period of ninety sixty (9060) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) for Disability Executive is given following such 90-day period the Executive shall not have returned to the performance of prevented from discharging his duties on a full-time basisunder this Agreement due to any physical or mental disability. Except as otherwise set forth in paragraph 10 below, upon such termination the obligations of Executive and Company under this Agreement shall immediately cease.

Disability. The Company shall be entitled to terminate If during the Executive’s employment hereunder for “Disability” ifTerm of this Agreement, as a result of the Executive’s incapacity due to physical Executive becomes physically or mental illness or injury, after any accommodation required by law, the Executive shall have been mentally unable to perform his duties for the Company hereunder in the reasonable judgment of the Board and such incapacity has continued for a period total of ninety (90) consecutive days, and within thirty days or any one hundred twenty (30120) days after Notice in a period of Termination three hundred sixty-five (as defined in Section 4 below365) for Disability is given following such 90-day period consecutive days (“Disability”), then the Executive Company shall not have returned the right to terminate Executive’s employment with the performance of his duties on a full-time basisCompany upon written notice to Executive.