Extract to table

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the employment of Executive by the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred solely as a result of a restructuring, recapitalization, or similar transaction that does not involve a third party

In addition, for purposes of any payment or benefit that constitutes "nonqualified deferred compensation" within the meaning of Section 409A, the definition of Change in Control shall be interpreted in a manner consistent with the requirements of Treasury Regulation Section 1

If the Company and Executive (or Executive's legal representative) are unable to agree on a physician within ten (10) business days, each shall select a physician, and the two physicians so selected shall designate a third physician who shall make the determination

Any determination of Disability under this Section shall be made in a manner consistent with the requirements of Section 409A of the Code to the extent applicable