The parties acknowledge that there may be a delay between the discovery of a condition that results in Executive’s employment termination due to Disability, and the effective date of such termination. In such case, the Governing Body may temporarily appoint a Senior Professional to perform the functional responsibilities and duties of Executive until Disability definitively occurs or is determined not to have occurred; provided , however , (i) the Governing Body may so appoint a Senior Professional only if Executive is unable to perform his responsibilities and duties to the Company (or such successor thereto or such other entity controlled by the Company or its successor as may be Executive’s employer at such time), or, as a matter of fiduciary duty, should be prohibited from performing his responsibilities and duties, and (ii) during such period Executive shall continue to serve on the Executive Committee unless otherwise prohibited from doing so pursuant to the Agreement Among Principals.