Disability, Defined Provision

“Disability” shall mean the executive’s complete and permanent inability to substantially perform his duties. Subject to the application of all applicable laws relating to disability in employment, if the Executive is absent from his duties for a period of at least 90 days, the Board may appoint a physician to determine if the executive is disabled; if the Executive disapproves of the board’s choice of a physician, he may appoint a physician of his own choice to determine if he is disabled; if the two physicians cannot agree, they will appoint a third physician who will then make a determination as to the executive’s disability.

Note on applicable law: This provision's contractual definition governs when the plan-design physician-panel process applies, but it does not narrow or substitute for the definition of "disability" under the ADA, as amended by the ADA Amendments Act of 2008, or applicable state law, which must be construed broadly and considers whether the individual can perform essential job functions with or without reasonable accommodation. This provision should not be read or applied in a way that conflicts with the Company's reasonable accommodation and interactive-process obligations, which cannot be waived by contract.