Common use of Acceleration Upon Death or Disability Clause in Contracts

Acceleration Upon Death or Disability. If Executive's ------------------------------------- employment with the Company or any of its Subsidiaries terminates by reason of Executive's death or Disability, all Unvested Shares shall become Vested Shares." (c) Paragraph 2(f) of the Executive Stock Agreement is hereby amended by adding the following sentence at the end of such section: "Any Unvested Shares which the Company (or its assignees pursuant to paragraph 3(e) hereof) has elected to repurchase in the Repurchase Notice provided for in paragraph 3(b) below but for which a closing in accordance with paragraph 3(g) below has not occurred within the time frame set forth in paragraph 3(g) (as modified by paragraph 3(h), if applicable or extended by request of or agreement by the Executive) for a reason other than Executive's failure to perform his obligations under this paragraph 3 shall thereafter be deemed Vested Shares for all purposes of this Agreement and the Stockholders Agreement." (d) Paragraph 3(c)(ii) of the Executive Stock Agreement is hereby amended and restated in its entirety to read as follows:

Acceleration Upon Death or Disability. If ------------------------------------- Executive's ------------------------------------- employment with the Company or any of its Subsidiaries terminates by reason of Executive's death or Disability, all Unvested Shares shall become Vested Shares." (c) Paragraph 2(f) of the Executive Stock Agreement is hereby amended by adding the following sentence at the end of such section: "Any Unvested Shares which the Company (or its assignees pursuant to paragraph 3(e) hereof) has elected to repurchase in the Repurchase Notice provided for in paragraph 3(b) below but for which a closing in accordance with paragraph 3(g) below has not occurred within the time frame set forth in paragraph 3(g) (as modified by paragraph 3(h), if applicable or extended by request of or agreement by the Executive) for a reason other than Executive's failure to perform his obligations under this paragraph 3 shall thereafter be deemed Vested Shares for all purposes of this Agreement and the Stockholders Agreement." (d) Paragraph 3(c)(ii) of the Executive Stock Agreement is hereby amended and restated in its entirety to read as follows: