Common use of Disability Clause in Contracts

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

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

Disability. The Company may terminate Executive's ’s employment shall be deemed if Executive has been unable to have been terminated for "Disability" if, as a result perform the material duties of his incapacity due to employment for a period of three (3) consecutive months in any 12-month period because of physical or mental illnessinjury or illness (“Disability”); provided, he however, that the Company shall have been absent from his duties with continue to pay Executive’s Base Salary until the Corporation on Company acts to terminate Executive’s employment. Executive agrees, in the event of a full-time basis dispute under this Section 2.3 relating to Executive’s Disability, to submit to a physical examination by a licensed physician jointly selected by the Board and Executive. If the Company terminates Executive’s employment for Disability, Executive shall be entitled to receive the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his duties.following:

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

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

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

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he shall have been absent from his Executive is substantially unable to perform Executive’s duties under this Agreement (with or without reasonable accommodations, as defined under the Corporation on a full-time basis Americans With Disabilities Act), for the an entire period of four six (6) consecutive months, and within 30 thirty (30) days after written notice a Notice of termination Termination (as defined in Section 7(a)), is given after such six (which may occur before or after the end of such four-6) month period) he shall , Executive does not have returned return to the full-time substantial performance of his dutiesExecutive’s 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 Company shall have the right to terminate Executive's ’s employment hereunder for Disability by providing Executive with a Notice of Termination (as defined below) at least thirty (30) days prior to such termination. For purposes of this Agreement, “Disability” shall be deemed mean Executive’s becoming incapacitated by reason of sickness, accident or other physical or mental incapacity and having been unable to have been terminated perform his normal duties for "Disability" if, a period of six (6) consecutive months as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesthereof.

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

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

Disability. The Company shall have the right to terminate the Executive's employment shall be deemed to have been terminated hereunder by reason of the Executive's becoming Disabled for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire an aggregate period of four ninety (90) days in any consecutive months, and within 30 days after written notice of termination is given three hundred sixty (which may occur before or after 360) day period (the end of such four-month period) he shall not have returned to the full-time performance of his duties“Disability Period”).

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

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

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

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

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

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

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

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

Disability. The Executive's employment Company may terminate this Agreement without liability if Executive shall be deemed to have been terminated for "Disability" if, as a result permanently prevented from properly performing his essential duties with reasonable accommodation by reason of his incapacity due to illness or other physical or mental illness, he shall have been absent from his duties with the Corporation on incapacity for a full-time basis for the entire period of four more than 60 consecutive monthsdays. Upon such termination, Executive shall be entitled to all accrued but unpaid base salary, accrued bonus (if any), and within 30 days after written notice of termination is given (accrued but unused paid time off. In the event Executive’s employment terminates under this Section 3.7, Executive may pursue long term disability benefits, if eligible, under any plan which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesCompany has provided for Executive.

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

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

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

Disability. The Company may terminate the Executive's ’s employment shall be deemed to have been terminated for "Disability upon ninety (90) days written notice. For purposes of this Agreement, “Disability" if, ” means a determination by the Company in accordance with applicable law that as a result of his incapacity due to a physical or mental injury, illness, he shall have been absent from or impairment, Executive is unable to perform the essential functions of his duties position with the Corporation on or without reasonable accommodation for a full-time basis for the entire period of four (i) ninety (90) consecutive monthsdays, and within 30 or (ii) one hundred twenty (120) days after written notice of termination is given (which may occur before or after the end of such four-month days need not be consecutive) in any one (1) year period) he shall not have returned to the full-time performance of his duties.

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

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

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

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

Disability. The Company may, at its option, terminate the Executive's employment shall be deemed upon written notice to have been terminated for "Disability" ifthe Executive if the Executive, as a result because of his incapacity due to physical or mental illnessincapacity or disability, he shall have been absent from his duties fails to perform the essential functions of the Executive's position, with or without reasonable accommodation, required of the Corporation on Executive hereunder for a full-time basis for the entire continuous period of four consecutive months, and 120 days or any 180 days within 30 days after written notice of termination is given (which may occur before or after the end of such fourany 12-month period) he . Upon such termination, the Executive's entitlement to compensation and benefits shall not have returned to cease immediately, except that the full-time performance of his duties.Executive shall be entitled to:

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

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

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

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

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

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

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

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

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

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

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

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

Disability. The Company shall have the right to terminate the Executive's employment shall be deemed to have been terminated hereunder by reason of the Executive’s becoming Disabled for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire an aggregate period of four ninety (90) days in any consecutive months, and within 30 days after written notice of termination is given three hundred sixty (which may occur before or after 360) day period (the end of such four-month period) he shall not have returned to the full-time performance of his duties“Disability Period”).

Disability. The Company reserves the right to terminate Executive's ’s employment shall be deemed to have been terminated for "Disability" upon thirty (30) days written notice if, as for a result period of ninety (90) days, Executive is prevented from discharging his incapacity substantial or material duties due to any physical or mental illnessdisability, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutieswithout reasonable accommodation.

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

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

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

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

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

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

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

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

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

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

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

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

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

Disability. The Company may, at its option, terminate the Executive's ’s employment shall be deemed upon written notice to have been terminated for "Disability" ifthe Executive if the Executive, as a result because of his incapacity due to physical or mental illnessincapacity or disability, he shall have been absent from his duties fails to perform the essential functions of the Executive’s position, with or without reasonable accommodation, required of the Corporation on Executive hereunder for a full-time basis for the entire continuous period of four consecutive months, and 120 days or any 180 days within 30 days after written notice of termination is given (which may occur before or after the end of such fourany 12-month period) he . Upon such termination, the Executive’s entitlement to compensation and benefits shall not have returned to cease immediately, except that the full-time performance of his duties.Executive shall be entitled to:

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

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

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

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

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

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

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

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

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

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

Disability. The Executive's ’s employment shall hereunder may be deemed terminated, at the option of Company, upon the Disability of Executive. For purposes of this agreement, Disability means the inability of Executive to have been terminated for "Disability" if, as a result of perform his incapacity duties under this agreement due to Executive’s physical or mental illnessillness or impairment, he shall have been absent from his duties even with reasonable accommodation, for more than twenty-six (26) substantially consecutive weeks in any twelve (12) month period. For purposes of this section the Corporation termination date will be on a full-time basis for the entire period of four date after the substantially consecutive months, and within 30 days after 26th week that Executive receives written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned from Company with respect to the full-time performance of his dutiesDisability.

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

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

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

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

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

Disability. The Company may terminate the Executive's employment shall be deemed to have been terminated for hereunder at any time in the event of Executive's disability. "Disability" if, as a result of is defined to mean Executive's inability to substantially perform his incapacity due to physical normal duties for twenty-four (24) weeks (not necessarily continuous or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given calendar weeks) during any twelve (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his duties.12)

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

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

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he shall have been absent from the full time performance of substantially all of his material duties with the Corporation on a fullCompany for 90 consecutive days or 180 days total within any 12-time basis month period, his employment may be terminated by the Company or by Executive for the entire period of four consecutive months, and within “Disability.” Termination shall occur 30 days after written a notice of a written termination is given (which may occur before delivered to Executive by the Company or after the end of such four-month period) he shall not have returned by Executive to the full-time performance Company (the “Effective Date of his duties.Termination”). The Company shall pay Executive:

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

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

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

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his incapacity due to the Executive’s physical or mental illnessillness or incapacity, he shall have the Executive becomes unable to perform the material duties and services required of the Executive for a period of ninety (90) days in the aggregate during any 12-month period, and if the Executive has not within thirty (30) days after written Notice of Termination (as defined below) is given, been absent from his able to resume satisfactory performance of the Executive’s material duties with the Corporation and services on a full-time basis basis, the Company may terminate the Executive’s employment for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his duties“Disability.”

Disability. The Executive's employment In the event that the Executive should become disabled or incapacitated by illness or otherwise, for a continuous period of not less than six (6) months, during which time he shall be deemed unable to have been terminated for "Disability" ifperform the duties required of him under this Agreement, as a result the Board of his incapacity due to physical or mental illnessDirectors of the Corporation, he acting in good faith, may terminate the employment of the Executive hereunder. Said termination shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 be made by giving thirty (30) days after written notice of such termination is given (which may occur before or after of the end Executive. No such right of such four-month period) he shall not have returned to the full-time performance of his duties.termination

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he Company shall have been absent from his the right to terminate Executive’s employment hereunder for Disability (as defined below). “Disability” shall mean Executive’s inability to perform Executive’s duties with the Corporation hereunder on a full-time basis for the entire a period of four consecutive monthsone hundred and eighty (180) days during any three hundred sixty-five (365) day period, and within 30 days after written notice as a result of termination is given (which may occur before physical or after mental incapacity as determined by a medical doctor reasonably selected in good faith by the end of such four-month periodCompany. Any action taken pursuant to this Section 7(b) he shall not have returned to be in accordance with the full-time performance of his dutiesAmericans with Disabilities Act.

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

Disability. The Company may terminate the Executive's employment shall be deemed to have been terminated for "Disability" hereunder if, as a result of his the Executive's incapacity due to physical or mental illness, he the Executive shall have been absent from his duties with the Corporation hereunder on a full-full time basis for the entire period of four ninety (90) consecutive monthsdays, and or for ninety (90) days cumulatively within 30 days after written notice of termination is given any twelve (which may occur before or after the end of such four-12) month period) he shall not have returned , or if in the opinion of a duly licensed physician the same is likely to occur. In connection with this Section 9(c), the full-time performance of his dutiesExecutive agrees to submit to an examination and testing by a physician chosen by the Company.

Disability. The Executive's employment shall be deemed Notwithstanding any other provisions to have been terminated the contrary contained herein, if the Executive fails to perform his duties hereunder on account of illness or other incapacity for "a period of one hundred twenty (120) consecutive days (or a period of 150 days in any 365-day period) (“Disability" if”), as a result of his incapacity due to physical or mental illness, he the Company shall have been absent from his duties with the Corporation on a full-time basis for right upon written notice to the entire Executive to terminate the Executive’s employment under this Agreement by paying the Executive the Accrued Amounts. Any of the compensation owed to which the Executive was entitled pursuant to Section 3 above shall remain available through the period of four consecutive months, and within 30 days after written notice illness of incapacity until termination is given (which may occur before or after of the end of such four-month period) he shall not have returned to the full-time performance of his dutiesExecutive’s employment under this Agreement.

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

Disability. The Company may terminate the Executive's ’s employment shall be deemed if he is disabled and unable to have been terminated perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four consecutive months, and within 30 180 days after written notice of termination is given (which may occur before or after the end of such four-month need not be consecutive) in any twelve (l2)-month period) he shall not have returned to the full-time performance of his duties.

Disability. The Executive's employment Company shall be deemed entitled to have been terminated terminate the Executive’s employment hereunder for "Disability" if. For purposes of this Agreement, as a result “Disability” means the Executive’s inability by reason of his incapacity due to physical or mental illnessillness to fulfill his obligations hereunder for ninety (90) consecutive days or a total of one hundred eighty (180) days in any twelve (12)-month period which, he shall have been absent from his duties with in the Corporation on a fullreasonable opinion of an independent physician selected DocuSign Envelope ID: 4619CEDF-68A4-time basis for the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four4ED4-month period) he shall not have returned to the fullA4EE-time performance of his duties.B9DA5E8720C6

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

Disability. The Company may terminate the Executive's employment shall be deemed to have been terminated for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been disability if the Executive is incapacitated and absent from his duties with the Corporation hereunder on a full-time basis for the entire period of four six consecutive months, and within 30 months or for at least 180 days after written notice of termination is given (which may occur before or after the end of such fourduring any 12-month period) he shall not have returned period as a result of mental or physical illness or physical injury. If, during the term of this Agreement, the Executive's employment terminates due to the full-time performance of his duties.disability:

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" if, as a result If by reason of his incapacity due to physical or mental illness, he shall have illness or incapacity the Executive has been absent from his unable to carry out her material duties pursuant to this Agreement (with the Corporation on a full-time basis reasonable accommodation) for the entire period of four more than 90 consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such fourduring any rolling 12-month period) he , the Company may terminate Executive’s employment for “Disability.” Such termination shall not have returned to be upon 30 days written notice given within a reasonable time following the full-time performance of his dutiesExecutive’s Disability.

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

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

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" During the Term, if, as a result of his incapacity due to physical or mental illnessincapacity or infirmity, he Executive shall be unable to perform his duties under this Agreement for period of at least ninety (90) continuous days during any employment period of 12 consecutive months (each a “Disability Period”), the Company, by notice to Executive, shall have been absent from his duties with the Corporation on a full-time basis for the entire period right to terminate Executive’s employment at, as of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesDisability Period, in accordance with applicable laws.

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

Disability. The Executive's employment shall be deemed to have been terminated for "Disability" ifIf, as a result of his Executive’s incapacity due to physical or mental illness, he shall have been absent from Executive is substantially unable to perform his duties under this Agreement (with or without reasonable accommodation, as defined under the Corporation Americans With Disabilities Act) for an entire period of six (6) consecutive months, and within thirty (30) days after a Notice of Termination (as defined in Section 5(a)) is given after such six (6) month period, and Executive does not return to the substantial performance of his duties on a full-time basis basis, the Company has the right to terminate Executive’s employment under this Agreement for “Disability,” and such termination will not be a breach of this Agreement by the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his dutiesCompany.

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

Disability. The Executive's employment hereunder shall be deemed to have been terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for "Disability" if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for the entire period of four 120 consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his duties.six

Disability. The Company may terminate Executive's employment shall be deemed if Executive has been unable to have been terminated for "Disability" if, as a result perform the material duties of his incapacity due to employment for a period of ninety (90) consecutive days in any twelve (12) month period because of physical or mental illnessinjury or illness ("Disability"); provided, he however, that the Company shall have been absent from his duties with continue to pay Executive's Base Salary until the Corporation on Company acts to terminate Executive's employment. Executive agrees, in the event of a full-time basis dispute under this Section 2.3 relating to Executive's Disability, to submit to a physical examination by a licensed physician jointly selected by the Board and Executive. If the Company terminates Executive's employment for Disability, Executive shall be entitled to receive the entire period of four consecutive months, and within 30 days after written notice of termination is given (which may occur before or after the end of such four-month period) he shall not have returned to the full-time performance of his duties.following: