Common use of Termination for Disability Clause in Contracts

Termination for Disability. (a) In the event of the disability of the Employee such that Employee is unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven hundred thirty (730) day period ("Disability"), Employee's employment hereunder may be terminated by the Company by notice to Employee pursuant to a determination by the Board of Directors. (b) In the event of a termination of Employee's employment hereunder pursuant to Section 9.1(a), Employee will be entitled to receive all accrued and unpaid (as of the date of such termination) Base Salary and Benefits and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b), the Company shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors disagrees with such physician's conclusion, the Board of Directors may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the Company. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the Company. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such that Employee is unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven hundred thirty (730) day period ("Disability"), Employee's employment hereunder may be terminated by the Company by notice to the Employee pursuant to a determination by the Board of Directors. (b) In the event of a termination of Employee's employment hereunder pursuant to Section 9.1(a), Employee will be entitled to receive all accrued and unpaid (as of the date of such termination) Base Salary and Benefits and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b), the Company shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors disagrees with such physician's conclusion, the Board of Directors may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the Company. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the Company. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such that Employee is unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons of illness, injury or incapacity for a period of more than ninety one hundred twenty (90120) consecutive days or more than one hundred twenty eighty (120180) days, in the aggregate, during any seven hundred thirty (730) day period ("Disability"), Employee's employment hereunder may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsChief Executive Officer. (b) In the event of a termination of Employee's employment hereunder pursuant to Section 9.1(a), Employee will be entitled to receive all accrued and unpaid (as of the date of such termination) Base Salary and Benefits Salary, Benefits, Earned Bonus (as defined in the Plan) and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b), the Company shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors Chief Executive Officer disagrees with such physician's conclusion, the Board of Directors Chief Executive Officer may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the Company. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the Company. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such that Employee is unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons reason of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven consecutive days or for a cumulative period of one hundred thirty twenty (730120) day days within a twelve (12) month period ("Disability" or "Disabled"), Employee's employment hereunder this Agreement may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsLimited Partnership. (b) In the event of a termination of Employee's employment hereunder pursuant to Section 9.1(a10.1(a), Employee will be entitled to receive (i) all accrued and but unpaid (as of the date of such termination) Base Salary and Benefits and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing Limited Partnership compensation or benefit plan or arrangement ("Other Compensation")arrangement, including payment payments prescribed under any disability benefit or life insurance plan or arrangement in which he Employee is a participant or to which he Employee is a party as an employee of the CompanyLimited Partnership ("Other Compensation"), and (ii) an amount equal to Employee's Base Salary for a three (3) month period (at the rate then in effect at the time of such termination). Except as specifically set forth in this Section 9.1(b10.1(b), the Company Limited Partnership shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.110.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors of the General Partner disagrees with such physician's conclusion, the Board of Directors of the General Partner may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the CompanyBoard of Directors of the General Partner. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the CompanyBoard of Directors of the General Partner. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such Womb▇▇▇ ▇▇▇h that Employee is Womb▇▇▇ ▇▇ unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons reason of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven consecutive days or for a cumulative period of one hundred thirty twenty (730120) day days within a twelve (12) month period ("Disability" or "Disabled"), Employee's employment hereunder Womb▇▇▇'▇ ▇▇▇loyment under this Agreement may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsCompany. (b) In the event of a termination of Employee's employment hereunder Womb▇▇▇'▇ ▇▇▇loyment pursuant to Section 9.1(a10.1(a), Employee will the Company shall be entitled obligated to receive pay Womb▇▇▇ (▇) all accrued and but unpaid (as of the date of such termination) Base Salary and Salary, Benefits and other forms Auto Allowance, and to reimburse Womb▇▇▇ ▇▇▇ all unreimbursed out-of-pocket business-related expenses and (ii) an amount equal to Womb▇▇▇'▇ ▇▇▇e Salary for a three (3) month period (at the rate then in effect at the time of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"such termination), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b10.1(b), the Company shall have no liability or obligation to Employee for Womb▇▇▇ ▇▇▇ compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.110.1, except as hereinafter provided, the determination as to whether Employee is Womb▇▇▇ ▇▇ Disabled shall be made by a licensed physician selected by Employee and Womb▇▇▇ ▇▇▇ shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors of the Company (or any successor entity or parent organization) disagrees with such physician's conclusion, the Board of Directors may require that Employee submit Womb▇▇▇ ▇▇▇mit to a full physical examination by another licensed physician selected by Employee and Womb▇▇▇ ▇▇▇ approved by the CompanyBoard of Directors. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and Womb▇▇▇ ▇▇▇ approved by the CompanyBoard of Directors. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such Cost▇▇▇▇ ▇▇▇h that Employee is Cost▇▇▇▇ ▇▇ unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons reason of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven consecutive days or for a cumulative period of one hundred thirty twenty (730120) day days within a twelve (12) month period ("Disability" or "Disabled"), Employee's employment hereunder Cost▇▇▇▇'▇ ▇▇▇loyment under this Agreement may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsCompany. (b) In the event of a termination of Employee's employment hereunder Cost▇▇▇▇'▇ ▇▇▇loyment pursuant to Section 9.1(a10.1(a), Employee will the Company shall be entitled obligated to receive pay Cost▇▇▇▇ (▇) all accrued and but unpaid (as of the date of such termination) Base Salary and Salary, Benefits and other forms Auto Allowance, and to reimburse Cost▇▇▇▇ ▇▇▇ all unreimbursed out-of-pocket business-related expenses and (ii) an amount equal to Cost▇▇▇▇'▇ ▇▇▇e Salary for a three (3) month period (at the rate then in effect at the time of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"such termination), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b10.1(b), the Company shall have no liability or obligation to Employee for Cost▇▇▇▇ ▇▇▇ compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.110.1, except as hereinafter provided, the determination as to whether Employee is Cost▇▇▇▇ ▇▇ Disabled shall be made by a licensed physician selected by Employee and Cost▇▇▇▇ ▇▇▇ shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors of the Company (or any successor entity or parent organization) disagrees with such physician's conclusion, the Board of Directors may require that Employee submit Cost▇▇▇▇ ▇▇▇mit to a full physical examination by another licensed physician selected by Employee and Cost▇▇▇▇ ▇▇▇ approved by the CompanyBoard of Directors. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and Cost▇▇▇▇ ▇▇▇ approved by the CompanyBoard of Directors. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such that Employee is unable to perform his duties and responsibilities hereunder to the full fill extent required by this Agreement by reasons reason of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven consecutive days or for a cumulative period of one hundred thirty twenty (730120) day days within a twelve (12) month period ("Disability" or "Disabled"), Employee's employment hereunder this Agreement may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsLimited Partnership. (b) In the event of a termination of Employeeemployee's employment hereunder pursuant to Section 9.1(a10.1(a), Employee will be entitled to receive (i) all accrued and but unpaid (as of the date of such termination) Base Salary and Benefits and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing Limited Partnership compensation or benefit plan or arrangement ("Other Compensation")arrangement, including payment payments prescribed under any disability benefit or life insurance plan or arrangement in which he Employee is a participant or to which he Employee is a party as an employee of tile Limited Partnership ("Other Compensation"), and (ii) an amount equal to Employee's Base Salary for a three (3) month period (at the Companyrate then in effect at the time of such termination). Except as specifically set forth in this Section 9.1(b10.1(b), the Company Limited Partnership shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.110.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors of the General Partner disagrees with such physician's conclusion, the Board of Directors of the General Partner may require that Employee submit to a full fun physical examination by another licensed physician selected by Employee and approved by the CompanyBoard of Directors of the General Partner. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the CompanyBoard of Directors of the General Partner. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such that Employee is unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons of illness, injury or incapacity for a period of more than ninety one hundred twenty (90120) consecutive days or more than one hundred twenty eighty (120180) days, in the aggregate, during any seven hundred thirty (730) day period ("Disability"), Employee's employment hereunder may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsExecutive Committee. (b) In the event of a termination of Employee's employment hereunder pursuant to Section 9.1(a), Employee will be entitled to receive all accrued and unpaid (as of the date of such termination) Base Salary and Benefits Salary, Benefits, Earned Bonus (as defined in the Plan) and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b), the Company shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors Executive Committee disagrees with such physician's conclusion, the Board of Directors Executive Committee may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the Company. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the Company. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such Matt▇▇▇ ▇▇▇h that Employee is Matt▇▇▇ ▇▇ unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons reason of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven consecutive days or for a cumulative period of one hundred thirty twenty (730120) day days within a twelve (12) month period ("Disability" or "Disabled"), Employee's employment hereunder Matt▇▇▇'▇ ▇▇▇loyment under this Agreement may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsCompany. (b) In the event of a termination of Employee's employment hereunder Matt▇▇▇'▇ ▇▇▇loyment pursuant to Section 9.1(a10.1(a), Employee will the Company shall be entitled obligated to receive pay Matt▇▇▇ (▇) all accrued and but unpaid (as of the date of such termination) Base Salary and Salary, Benefits and other forms Auto Allowance, and to reimburse Matt▇▇▇ ▇▇▇ all unreimbursed out-of-pocket business-related expenses and (ii) an amount equal to Matt▇▇▇'▇ ▇▇▇e Salary for a three (3) month period (at the rate then in effect at the time of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"such termination), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b10.1(b), the Company shall have no liability or obligation to Employee for Matt▇▇▇ ▇▇▇ compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.110.1, except as hereinafter provided, the determination as to whether Employee is Matt▇▇▇ ▇▇ Disabled shall be made by a licensed physician selected by Employee and Matt▇▇▇ ▇▇▇ shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors of the Company (or any successor entity or parent organization) disagrees with such physician's conclusion, the Board of Directors may require that Employee submit Matt▇▇▇ ▇▇▇mit to a full physical examination by another licensed physician selected by Employee and Matt▇▇▇ ▇▇▇ approved by the CompanyBoard of Directors. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and Matt▇▇▇ ▇▇▇ approved by the CompanyBoard of Directors. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such that Employee is unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven hundred thirty (730) day period ("Disability"), Employee's employment hereunder may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsChief Executive Officer. (b) In the event of a termination of Employee's employment hereunder pursuant to Section 9.1(a), Employee will be entitled to receive all accrued and unpaid (as of the date of such termination) Base Salary and Benefits and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b), the Company shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors Chief Executive Officer s disagrees with such physician's conclusion, the Board of Directors Chief Executive Officer may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the Company. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the Company. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such Shul▇▇ ▇▇▇h that Employee is Shul▇▇ ▇▇ unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons reason of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven consecutive days or for a cumulative period of one hundred thirty twenty (730120) day days within a twelve (12) month period ("Disability" or "Disabled"), Employee's employment hereunder Shul▇▇'▇ ▇▇▇loyment under this Agreement may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsCompany. (b) In the event of a termination of Employee's employment hereunder Shul▇▇'▇ ▇▇▇loyment pursuant to Section 9.1(a10.1(a), Employee will the Company shall be entitled obligated to receive pay Shul▇▇ (▇) all accrued and but unpaid (as of the date of such termination) Base Salary and Salary, Benefits and other forms Auto Allowance, and to reimburse Shul▇▇ ▇▇▇ all unreimbursed out-of-pocket business-related expenses and (ii) an amount equal to Shul▇▇'▇ ▇▇▇e Salary for a three (3) month period (at the rate then in effect at the time of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"such termination), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b10.1(b), the Company shall have no liability or obligation to Employee for Shul▇▇ ▇▇▇ compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.110.1, except as hereinafter provided, the determination as to whether Employee is Shul▇▇ ▇▇ Disabled shall be made by a licensed physician selected by Employee and Shul▇▇ ▇▇▇ shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors of the Company (or any successor entity or parent organization) disagrees with such physician's conclusion, the Board of Directors may require that Employee submit Shul▇▇ ▇▇▇mit to a full physical examination by another licensed physician selected by Employee and Shul▇▇ ▇▇▇ approved by the CompanyBoard of Directors. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and Shul▇▇ ▇▇▇ approved by the CompanyBoard of Directors. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such that Employee is unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons reason of illness, injury or incapacity for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) days, in the aggregate, during any seven consecutive days or for a cumulative period of one hundred thirty twenty (730120) day days within a twelve (12) month period ("Disability" or "Disabled"), Employee's employment hereunder this Agreement may be terminated by the Company by notice to Employee pursuant to a determination by the Board of DirectorsLimited Partnership. (b) In the event of a termination of Employee's employment hereunder pursuant to Section 9.1(a10.1(a), Employee will be entitled to receive (i) all accrued and but unpaid (as of the date of such termination) Base Salary and Benefits and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing Limited Partnership compensation or benefit plan or arrangement ("Other Compensation")arrangement, including payment payments prescribed under any disability benefit or life insurance plan or arrangement in which he Employee is a participant or to which he Employee is a party as an employee of the CompanyLimited Partnership (Other Compensation"), and (ii) an amount equal to Employee's Base Salary for a three (3) month period (at the rate then in effect at the time of such termination). Except as specifically set forth in this Section 9.1(b), 10.1(b) the Company Limited Partnership shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.110.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors of the General Partner disagrees with such physician's conclusion, the Board of Directors of the General Partner may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the CompanyBoard of Directors of the General Partner. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the CompanyBoard of Directors of the General Partner. The majority of the three opinions shall be conclusive.

Termination for Disability. (a) In To the event of the disability of the Employee extent Executive becomes physically or mentally disabled to such an extent that Employee he is unable not able to perform his the duties and responsibilities hereunder provided for pursuant to the full extent required by Section 2 of this Agreement by reasons of illnessAgreement, injury with or incapacity without a reasonable accommodation, for a period of more than ninety (90) consecutive days or more than one hundred twenty (120) 180 days, in the aggregate, during either consecutively or within any seven hundred thirty (730) 365-day period ("Disability"), EmployeeSLM may terminate Executive's employment hereunder may be terminated by the Company by notice to Employee pursuant to a determination by the Board of Directorshereunder. (b) In the event of a termination of EmployeeIf SLM terminates Executive's employment hereunder pursuant during the Term due to Section 9.1(a)a Disability, Employee Executive will be entitled to receive whatever benefits are available to him under any disability benefit plan(s) applicable to him at the time of such termination, all accrued and but unpaid (as of the effective date of such termination) Base Salary and Benefits benefits, and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically applicable payments set forth in Section 12.4 based on the date of such termination of employment. Further, the Stock Options shall immediately become fully exercisable and vested and Executive will have one year from the date of termination under this Section 9.1(b)12.1 to exercise such vested Stock Options. In addition unless previously paid, the Company Performance Stock and Incentive Bonus Award described in Section 7 shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such terminationbe paid and shares issued in satisfaction thereof as soon as administratively feasible. (c) For purposes The determination of this Section 9.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall a Disability has occurred will be made by a licensed physician selected by Employee Executive and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the SLM Board of Directors disagrees with such physician's conclusion, the SLM Board of Directors may require that Employee Executive submit to a full physical examination by another licensed physician selected by Employee the SLM Board of Directors and approved by the Companyreasonably acceptable to Executive. If the two opinions shall be inconsistent, a third opinion shall be obtained after a full physical examination by a third licensed physician selected by Employee and approved by the Companyfirst two physicians. The majority of the three opinions third opinion shall be conclusive.

Termination for Disability. (a) In the event of the disability of the Employee such that Employee is unable to perform his duties and responsibilities hereunder to the full extent required by this Agreement by reasons of illness, injury or incapacity for a period of more than ninety one hundred eighty (90180) consecutive days or more than one two hundred twenty seventy (120270) days, in the aggregate, during any seven hundred thirty (730) day period ("Disability"), Employee's employment hereunder may be terminated by the Company by notice to Employee pursuant to a determination by the Board Executive Committee. For purposes of Directorsthis Agreement, except as hereinafter provided, the determination as to whether the Employee is ill, injured or incapacitated shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Executive Committee disagrees with such physician's conclusion, the Executive Committee may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the Company. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the Company. The majority of the three opinions shall be conclusive. (b) In the event of a termination of Employee's employment hereunder pursuant to Section 9.1(a), Employee will be entitled to receive all accrued and unpaid (as of the date of such termination) Base Salary and Benefits Salary, Benefits, Earned Bonus (as defined in the Plan) and other forms of compensation and benefits payable or provided in accordance with the terms of any then existing compensation or benefit plan or arrangement ("Other Compensation"), including payment prescribed under any disability or life insurance plan or arrangement in which he is a participant or to which he is a party as an employee of the Company. Except as specifically set forth in this Section 9.1(b), the Company shall have no liability or obligation to Employee for compensation or benefits hereunder by reason of such termination. (c) For purposes of this Section 9.1, except as hereinafter provided, the determination as to whether Employee is Disabled shall be made by a licensed physician selected by Employee and shall be based upon a full physical examination and good faith opinion by such physician. In the event that the Board of Directors disagrees with such physician's conclusion, the Board of Directors may require that Employee submit to a full physical examination by another licensed physician selected by Employee and approved by the Company. If the two opinions shall be inconsistent, a third opinion shall be obtained after full physical examination by a third licensed physician selected by Employee and approved by the Company. The majority of the three opinions shall be conclusive.