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 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 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 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 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 may terminate Executive’s employment if Executive has been unable to perform the material duties of his employment for a period of three (3) consecutive months in any 12-month period because of physical or mental injury or illness (“Disability”); provided, however, that the Company shall continue to pay Executive’s Base Salary until the Company acts to terminate Executive’s employment. Executive agrees, in the event of a 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 terminate receive 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.following:

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 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 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 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 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 Executive’s duties hereunder under this Agreement (with or without reasonable accommodations, 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 below) for Disability 7(a)), 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 Executive’s duties on a full-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 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 below6(a)) for Disability is given following after such 90-day period the six (6) month period, and 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 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 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 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 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 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” 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 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 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 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 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 may terminate the Executive’s employment hereunder 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 the Executive’s incapacity due to a physical or mental illness or injury, after any accommodation required by lawillness, the or impairment, Executive shall have been is unable to perform the essential functions of his duties hereunder position with or without reasonable accommodation for a period of (i) ninety (90) consecutive days, and within thirty or (30ii) one hundred twenty (120) days after Notice of Termination (as defined which days need not be consecutive) in Section 4 belowany one (1) 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 basisyear 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 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 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. The Company may terminate this Agreement without liability if Executive shall be permanently prevented from properly performing his essential duties with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than 60 consecutive days. Upon such termination, Executive shall be entitled to terminate all accrued but unpaid base salary, accrued bonus (if any), and accrued but unused paid time off. In the event Executive’s employment hereunder terminates under this Section 3.7, Executive may pursue long term disability benefits, if eligible, under any plan which the Company has provided 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 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 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 may, at its option, terminate the Executive's employment upon written notice to the Executive if the Executive, because of physical or mental incapacity or disability, fails to perform the essential functions of the Executive's position, with or without reasonable accommodation, required of the Executive hereunder for a continuous period of 120 days or any 180 days within any 12-month period. Upon such termination, the Executive's entitlement to compensation and benefits shall cease immediately, except that the 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 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.to:

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. 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 '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 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 have the right to terminate the Executive’s 's employment hereunder for “Disability” if, as a result by reason 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 becoming Disabled for a an aggregate period of ninety (90) days in any consecutive days, and within thirty 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 basis“Disability Period”).

Disability. The Company shall be entitled reserves the right to terminate the Executive’s employment hereunder for “Disability” upon thirty (30) 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 (90) 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 prevented from discharging his substantial or material duties due to the performance of his duties on a full-time basisany physical or mental disability, with or without reasonable accommodation.

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 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 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 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 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 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” 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 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 have the right to terminate the Executive’s 's employment hereunder for “Disability” if, as a result by reason 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 's becoming Disabled for a an aggregate period of ninety (90) days in any consecutive days, and within thirty 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 basis“Disability 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 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 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 If the Company terminates Executive's employment because of Executive's Disability, then the Company shall be entitled provide the following 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 the date of such termination (as defined in Section 4 or at such other time provided 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 “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 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 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 he shall have been unable to perform absent from the full time performance of substantially all of his material duties hereunder with the Company for a period of ninety (90) 90 consecutive daysdays or 180 days total within any 12-month period, and within thirty (30) his employment may be terminated by the Company or by Executive for “Disability.” Termination shall occur 30 days after Notice a notice of Termination (as defined in Section 4 below) for Disability a written termination is given following such 90-day period delivered to Executive by the Company or by Executive shall not have returned to the performance Company (the “Effective Date of his duties on a full-time basis.Termination”). The Company shall pay Executive:

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 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.

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 Employer 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 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” ifmay be terminated, as a result at the option of Company, upon the Disability of Executive. For purposes of this agreement, Disability means the inability of Executive to perform his duties under this agreement due to Executive’s incapacity due to physical or mental illness or injuryimpairment, 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 termination date will be on the date after any accommodation required by law, the substantially consecutive 26th week that 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 receives written notice from Company with respect to the performance of his duties on a full-time basisDisability.

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 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 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 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 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 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 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 Company shall be entitled to may, at its option, terminate the Executive’s employment hereunder for “Disability” ifupon written notice to the Executive if the Executive, as a result because of physical or mental incapacity or disability, fails to perform the essential functions of the Executive’s incapacity due position, with or without reasonable accommodation, required of the Executive hereunder for a continuous period of 120 days or any 180 days within any 12-month period. Upon such termination, the Executive’s entitlement to physical or mental illness or injurycompensation and benefits shall cease immediately, after any accommodation required by law, except that 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.be entitled to:

Disability. The Company shall be entitled reserves the right to terminate the Executive’s 's employment hereunder for “Disability” upon ninety (90) 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. With the exception of the covenants included in paragraph 3 above and paragraph 12 below, upon such termination the obligations of Executive and Company under this Agreement shall immediately cease.

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 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 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 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 If Executive incurs a Disability, the Company shall be entitled may terminate Executive's 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 terminate the Executive’s employment hereunder for “Disability” if, 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. 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 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 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 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 such 90-day period the Executive shall not have returned to the full-time performance of his duties on a full-time basisduties, the Executive's employment may be terminated for disability. During such period of absence, the Executive shall continue to receive the benefits provided in Section 4 hereof and thereafter the Executive's benefits shall be determined under the Corporation's disability insurance plans and policies provided under Section 4(c) hereof.

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 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 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 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 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 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 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 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 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 basis6.2 hereof.

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 injury, after any accommodation required by law, the if Executive shall have has been unable to perform his the material duties hereunder of her employment for a period of ninety (90) consecutive daysdays in any twelve (12) month period because of physical or mental injury or illness ("Disability"); provided, however, that the Company shall continue to pay Executive's Base Salary until the Company acts to terminate Executive's employment. Executive agrees, in the event of a 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 within thirty (30) days after Notice of Termination (as defined in Section 4 below) Executive. If the Company terminates Executive's employment for Disability is given following such 90-day period the Disability, Executive shall not have returned be entitled to receive the performance of his duties on a full-time basis.following:

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, the if Executive shall have has been unable to perform the material duties of his duties hereunder employment for a period of ninety (90) consecutive daysdays in any twelve (12) month period because of physical or mental injury or illness (“Disability”); provided, however, that the Company shall continue to pay Executive’s Base Salary until the Company acts to terminate Executive’s employment. Executive agrees, in the event of a 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 within thirty (30) days after Notice of Termination (as defined in Section 4 below) Executive. If the Company terminates Executive’s employment for Disability is given following such 90-day period the Disability, Executive shall not have returned be entitled to receive the performance of his duties on a full-time basis.following:

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 's physical or mental illness or injuryincapacity ("Disability"), 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 days, and within thirty (30) days after Notice of Termination (as defined in Section 4 below) any one-year period, the Company shall have the right to terminate Executive's employment 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 basisDisability.

Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “Disability” if, as a result If by reason of the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by law, incapacity the Executive shall have has been unable to perform carry out his material duties hereunder for a period of ninety pursuant to this Agreement (90) consecutive days, and within thirty (30) days after Notice of Termination (as defined in Section 4 belowwith reasonable accommodation) for Disability is more than 90 consecutive days during any rolling 12-month period, the Company may terminate Executive's employment for "Disability." Such termination shall be upon 30 days written notice given within a reasonable time 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 If Executive incurs a Disability, the Company shall be entitled to may terminate the Executive’s employment hereunder for “Disability” ifDisability 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. 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 Chairman, 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 In the event that the Executive shall suffer a disability during the Term which shall have prevented her from performing satisfactorily her 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 (“Disability”), 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 basis6.2 hereof.

Disability. The Company shall be entitled to terminate the Executive’s 's employment hereunder for “by reason of the Executive's "Disability” " if, as a result of the Executive’s '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 terminate the Executive’s employment hereunder for “If Executive incurs a 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 daysCompany may terminate Executive's employment following such Disability period, and within 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 prior written notice to Executive. Such termination shall not have returned be effective if Executive returns to the full time performance of his material duties on a full-time basiswithin such thirty (30) day period.

Disability. The Termination of employment by the Company for ---------- Disability hereunder shall be entitled deemed to terminate the Executive’s employment hereunder for “Disability” have occurred only if, as a result of the Executive’s '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 absent from her duties hereunder with the Company on a full-time basis for a period of ninety (90) 180 consecutive daysdays and, and within thirty (30) 30 days after Notice of Termination (as defined in Section 4 below1(d)) for Disability is given following such 90-day period to the Executive by the Company, the Executive shall not have returned to the performance of his duties on a full-time basisperformance of her duties.

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 may terminate the Executive’s employment hereunder for on thirty (30) days’ prior notice if the Executive becomes subject to a Disability, unless the Executive is able to return to his full time duties as Chief Executive Officer prior to the end of the thirty (30) day notice period. 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 Chief Executive Officer, 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” 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 reasonable accommodation, for a period of ninety five (905) 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 If, during the Employment Period, the Executive shall be entitled unable substantially to perform the duties required of him pursuant to the provisions of this Employment Agreement due to any disability for a period of 180 days in any 12 consecutive months, the Corporation shall have the right to terminate the Executive’s 's employment hereunder for “Disability” if, as a result of pursuant to this Employment Agreement by giving not less than 30 days' written notice to the Executive’s incapacity due to physical or mental illness or injury, after any accommodation required by lawat the end of which time, if such disability has continued, the Executive's employment shall be terminated. The Executive shall have been unable retain his status and continue to perform receive his duties full compensation hereunder for a during the 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 prior to the performance of his duties on a full-time basis.any

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 her 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 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 his duties prevented her from performing satisfactorily her obligations hereunder for a period of ninety (90) at least 90 consecutive days, and or 180 nonconsecutive 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 incapacity due to physical or mental illness or injury, after any accommodation required by lawincapacity, the Executive shall have been becomes unable to perform his the material duties hereunder and services required of the Executive for a period of ninety (90) consecutive daysdays 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 in Section 4 below) for Disability is given following such 90-day period the Executive shall not have returned given, been able to the resume satisfactory performance of his the Executive’s material duties and services on a full-time basis, the Company may terminate the Executive’s employment for “Disability.”

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 90 consecutive days, or 180 non-consecutive days within any 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 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 her 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 be, a breach of the performance of his duties on a full-time basis.Agreement. EXECUTION COPY