Unless otherwise agreed by the Company (or any of its Subsidiaries) in any employment, severance protection or similar agreement then in effect between the Participant and the Company (or any of its Subsidiaries), the inability of the Participant to perform in all material respects his or her duties and responsibilities to the Company or any of its Subsidiaries by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period. The Disability determination shall be in the sole discretion of the Committee.