Common use of Due to Death or Disability Clause in Contracts

Due to Death or Disability. If: (i) the Executive’s employment terminates due to his death; or (ii) the Company terminates the Executive’s employment with the Company due to the Executive’s Disability (as defined below) and (i) the Executive honors all applicable provisions of this Agreement following such termination due to Disability, (ii) Executive agrees to make a good faith effort to provide consulting services to the Company as requested by the Company during the severance period at no additional payment or remuneration other than the severance amount stated herein, (iii) Executive or Executive’s legal representative executes, without revoking, a valid release agreement in a form reasonably acceptable to the Company, the Executive or the Executive’s legal representatives (as appropriate), shall be entitled to receive the incremental severance payments set forth in this section 5.2 (in addition to the payments upon termination set forth in Section 5.1): 5.2.1. the unpaid portion of the Performance Bonus, if any, relating to the calendar year prior to the calendar year of the Executive’s termination, payable in equal monthly installments for twelve (12) months on the last business day of the month; 5.2.2. payment for accrued unused vacation days, payable in accordance with Company policy 5.2.3. if the Company achieves the performance objectives for the year in which Executive’s employment is terminated pursuant to this Section 5.2, a pro-rata share of the Performance Bonus in such performance year (based upon the number of days he was employed by the Company in the year in question) at 100% of Target Performance Bonus, payable in the same manner and at the same time as other executives remaining at the Company are paid; 5.2.4. the vesting and exercising of stock options to the extent set forth in Executive’s stock option award agreements. 5.2.5. the vesting of all Restricted Shares granted under the 2006 Restricted Stock Plan; 5.2.6. payment of all Special Recognition Bonus Compensation awarded pursuant to the Special Recognition Bonus Plan effective as of October 1, 2006; 5.2.7. payment of all of the Special Recognition Bonus Award made to Executive on December 6, 2007; 5.2.8. vesting of Stock Renewal Bonus to the extent set forth in Executive’s Restricted Stock Agreement;

Due to Death or Disability. If: (i) the Executive’s employment terminates due to his death; or (ii) the Company terminates the Executive’s employment with the Company due to the Executive’s Disability (as defined below) and (i) the Executive honors all applicable provisions of this Agreement following such termination due to Disability, (ii) Executive agrees to make a good faith effort to the extent reasonably able to do so to provide consulting services to the Company as requested by the Company during the severance period at no additional payment or remuneration other than the severance amount stated herein, (iii) Executive or Executive’s legal representative executes, without revoking, a valid release agreement in a form reasonably acceptable to the CompanyCompany (but which does not require Executive or Executive’s legal representative to release any rights under this section of the Agreement or indemnification rights under Section 8 of the Agreement or under the articles of incorporation or by-laws of the Company or any of its subsidiaries), the Executive or the Executive’s legal representatives (as appropriate), shall be entitled to receive the incremental severance payments set forth in this section Section 5.2 (in addition to the payments upon termination set forth in Section 5.1): 5.2.1. the unpaid portion of the Performance Bonus, if any, relating to the calendar year years prior to the calendar year of the Executive’s termination, payable in equal monthly installments for twelve (12) months on within 60 days after the last business day of the monthExecutive’s Separation from Service; 5.2.2. payment for accrued unused vacation days, payable in accordance with Company policy 5.2.3. if the Company achieves the performance objectives for the year in which Executive’s employment is terminated pursuant to this Section 5.2terminated, a pro-rata share of the Performance Bonus in such performance year (based upon the number of days he was employed by the Company in the year in question) at 100% of Target Performance Bonus, payable in the same manner and at the same time as other executives remaining at the Company are paid;, but in no event later than two and one-half months after the end of the calendar year in which the Executive’s right to payment vests hereunder; and 5.2.45.2.3. the vesting and exercising of vested stock options to the extent as set forth in Section 4.2 of Executive’s stock option award agreementsStock Option Award Agreement. 5.2.5. the vesting of all Restricted Shares granted under the 2006 Restricted Stock Plan; 5.2.6. payment of all Special Recognition Bonus Compensation awarded pursuant to the Special Recognition Bonus Plan effective as of October 1, 2006; 5.2.7. payment of all of the Special Recognition Bonus Award made to Executive on December 6, 2007; 5.2.8. vesting of Stock Renewal Bonus to the extent set forth in Executive’s Restricted Stock Agreement;

Due to Death or Disability. If: If Executive's employment hereunder is terminated due to Executive's death or Disability pursuant to Section 3(b), then the Company shall pay to Executive the Accrued Obligations when due under applicable law, and so long as (and only if) Executive or Executive's estate, as applicable, timely executes, and does not revoke within any time provided by the Company to do so, the Release, then (i) the Company shall pay to Executive or Executive’s employment terminates due to his death; or (ii) 's estate, as applicable, the Company terminates the Executive’s employment with the Company due Pro-Rated Annual Bonus pursuant to the Executive’s Disability (as defined belowterms set forth in Section 4(a)(iii) above, and (i) the Executive honors all applicable provisions of this Agreement following such termination due to Disability, (ii) Executive agrees or Executive's estate, as applicable, shall be eligible to make receive the Inducement Equity Award Vesting Acceleration pursuant to the terms set forth in Section 4(a)(v) above. Any termination of Executive's employment upon the expiration of the Initial Period or a good faith effort Renewal Period following a Notice of Non-Renewal issued by the Company to provide consulting services Executive shall be a termination of employment by the Company without Cause hereunder. Notwithstanding anything herein to the contrary, it shall be a condition to Executive's right to receive the Severance Amount, Pro-Rated Bonus, the COBRA Benefit, the Inducement Equity Award Vesting Acceleration or the CIC Vesting Acceleration (or any portion of any of the foregoing) that Executive (i) abide by the terms of each of Sections 6, 7 and 8 below, and (ii) execute and deliver to the Company as requested within twenty-one (21) days (or forty-five (45) days, if required by applicable law) after receipt from the Company, and not revoke in any time provided by the Company during the severance period at no additional payment or remuneration other than the severance amount stated herein, (iii) Executive or Executive’s legal representative executes, without revokingto do so, a valid release agreement of claims in a form reasonably acceptable to the CompanyCompany (the “Release”), which Release shall release each member of the Executive Company Group and their respective affiliates, and the foregoing entities' respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Executive's employment with the Company and any other member of the Company Group or the Executive’s legal representatives termination of such employment, but excluding (as appropriate), shall be entitled to receive the incremental severance payments set forth in this section 5.2 (in addition p) all claims to the payments upon termination set forth in Section 5.1): 5.2.1. Severance Amount, (q) any other claim that may first arise after the unpaid portion date the Release has been executed by Executive, (r) claims for indemnification as an officer and director and coverage under applicable directors and officers liability insurance, (s) claims for accrued vested benefits under applicable employee benefit plans and (t) claims for enforcement of the Performance BonusRelease, if any, relating and which Release shall not impose any restriction on Executive's conduct following the Date of Termination other than to the calendar year reaffirm such restrictive covenants as had been agreed by Executive prior to the calendar year Date of the Executive’s termination, payable in equal monthly installments for twelve (12) months on the last business day Termination. The form of the month; 5.2.2. payment for accrued unused vacation days, payable in accordance with Company policy 5.2.3. if the Company achieves the performance objectives for the year in which Executive’s employment is terminated pursuant to this Section 5.2, a pro-rata share of the Performance Bonus in such performance year (based upon the number of days he was employed by the Company in the year in question) at 100% of Target Performance Bonus, payable in the same manner and at the same time as other executives remaining at the Company are paid; 5.2.4. the vesting and exercising of stock options to the extent set forth in Executive’s stock option award agreements. 5.2.5. the vesting of all Restricted Shares granted under the 2006 Restricted Stock Plan; 5.2.6. payment of all Special Recognition Bonus Compensation awarded pursuant to the Special Recognition Bonus Plan effective as of October 1, 2006; 5.2.7. payment of all of the Special Recognition Bonus Award made Release shall be provided to Executive on December 6, 2007; 5.2.8. vesting within five (5) days following the Date of Stock Renewal Bonus to the extent set forth in Executive’s Restricted Stock Agreement;Termination.

Due to Death or Disability. If: (i) the Executive’s employment terminates due to his death; or (ii) the Company terminates the Executive’s employment with the Company due to the Executive’s Disability (as defined below) and (i) the Executive honors all applicable provisions of this Agreement following such termination due to Disability, (ii) Executive agrees to make a good faith effort to provide consulting services to the Company as requested by the Company during the severance period at no additional payment or remuneration other than the severance amount stated herein, (iii) Executive or Executive’s legal representative executes, without revoking, a valid release agreement in a form reasonably acceptable to the CompanyCompany (but which does not require Executive or Executive’s legal representative to release any rights under this Section 5.2 of the Agreement or indemnification rights under Section 8 of the Agreement or under the articles of incorporation or by-laws of the Company or any of its subsidiaries), the Executive or the Executive’s legal representatives (as appropriate), shall be entitled to receive the incremental severance payments set forth in this section 5.2 (in addition to the payments upon termination set forth in Section 5.1) , with payment to be made within two and one-half (2’/2) months following the end of the year in which the Executive’s death or Disability occurs, unless otherwise indicated below (subject to Section 9.10 below): 5.2.1. 5.2.1 the unpaid portion of the Performance Bonus, if any, relating to the calendar year prior to the calendar year of the Executive’s termination, payable in equal monthly installments for twelve (12) months on the last business day of the monthdeath or Disability; 5.2.2. 5.2.2 payment for accrued unused vacation PTO days, payable in accordance with Company policy; 5.2.3. 5.2.3 if the Company achieves the performance objectives for the year in which Executive’s employment is terminated as a result of Executive’s death or Disability pursuant to this Section 5.2, a pro-rata share of the Performance Bonus in such performance year (based upon the number of days he was employed by the Company in the year in question) at 100% of Target Performance Bonus, payable in the same manner and at the same time as other executives remaining at the Company are paid; 5.2.4. 5.2.4 the vesting and exercising of stock options to the extent set forth in Executive’s stock option award agreements. 5.2.5. 5.2.5 the vesting of all Restricted Shares granted under the 2006 Restricted Stock Plan; 5.2.6. 5.2.6 payment of all Special Recognition Bonus Compensation awarded pursuant to the Special Recognition Bonus Plan effective as of October 1, 2006, which shall be paid no later than two and one-half (2½) months after the end of the calendar year in which the Executive’s right to the payment vests hereunder; 5.2.7. 5.2.7 payment of all of the Special Recognition Bonus Award made to Executive on December 6, 2007, which shall be paid no later than two and one-half (2 ‘/2) months after the end of the calendar year in which the Executive’s right to the payment vests hereunder; 5.2.8. 5.2.8 vesting of Stock Renewal Bonus to the extent set forth in Executive’s Restricted Stock Agreement;

Due to Death or Disability. If: (i) the Executive’s employment terminates due to his death; or (ii) the Company terminates the Executive’s employment with the Company due to the Executive’s Disability (as defined below) and (i) the Executive honors all applicable provisions of this Agreement following such termination due to Disability, (ii) Executive agrees to make a good faith effort to the extent reasonably able to do so to provide consulting services to the Company as requested by the Company during the severance period at no additional payment or remuneration other than the severance amount stated herein, (iii) Executive or Executive’s legal representative executes, without revoking, a valid release agreement in a form reasonably acceptable to the CompanyCompany (but which does not require Executive or Executive’s legal representative to release any rights under this section of the Agreement or indemnification rights under section 8 of the Agreement or under the articles of incorporation or by-laws of the Company or any of its subsidiaries), the Executive or the Executive’s legal representatives (as appropriate), shall be entitled to receive the incremental severance payments set forth in this section 5.2 (in addition to the payments upon termination set forth in Section 5.1): 5.2.1. the unpaid portion of the Performance Bonus, if any, relating to the calendar year years prior to the calendar year of the Executive’s termination, payable in equal monthly installments for twelve (12) months on the last business day of the month; 5.2.2. payment for accrued unused vacation days, payable in accordance with Company policy 5.2.3. if the Company achieves the performance objectives for the year in which Executive’s employment is terminated pursuant to this Section 5.2terminated, a pro-rata share of the Performance Bonus in such performance year (based upon the number of days he was employed by the Company in the year in question) at 100% of Target Performance Bonus, payable in the same manner and at the same time as other executives remaining at the Company are paid;; and 5.2.4. the vesting and exercising of vested stock options to the extent as set forth in Section 4.2 of Executive’s stock option award agreementsStock Option Award Agreement. 5.2.5. the vesting of all Restricted Shares granted under the 2006 Restricted Stock Plan; 5.2.6. payment of all Special Recognition Bonus Compensation awarded pursuant to the Special Recognition Bonus Plan effective as of October 1, 2006; 5.2.7. payment of all of the Special Recognition Bonus Award made to Executive on December 6, 2007; 5.2.8. vesting of Stock Renewal Bonus to the extent set forth in Executive’s Restricted Stock Agreement;

Due to Death or Disability. If: (i) the If Executive’s employment terminates hereunder is terminated due to his death; Executive’s death or (ii) Disability pursuant to Section 3(b), then the Company terminates shall pay to Executive the Executive’s employment with the Company Accrued Obligations when due to the Executive’s Disability under applicable law, and so long as (as defined below) and (i) the Executive honors all applicable provisions of this Agreement following such termination due to Disability, (ii) Executive agrees to make a good faith effort to provide consulting services to the Company as requested by the Company during the severance period at no additional payment or remuneration other than the severance amount stated herein, (iiionly if) Executive or Executive’s legal representative estate, as applicable, timely executes, and does not revoke within any time provided by the Company to do so, the Release, then (i) the Company shall pay to Executive or Executive’s estate, as applicable, the Pro-Rated Annual Bonus pursuant to the terms set forth in Section 4(a)(iii) above, and (ii) Executive or Executive’s estate, as applicable, shall be eligible to receive the Inducement Equity Award Vesting Acceleration pursuant to the terms set forth in Section 4(a)(v) above. Any termination of Executive’s employment upon the expiration of the Initial Period or a Renewal Period following a Notice of Non-Renewal issued by the Company to Executive shall be a termination of employment by the Company without revokingCause hereunder. Notwithstanding anything herein to the contrary, it shall be a condition to Executive’s right to receive the Severance Amount, Pro-Rated Bonus, the COBRA Benefit, the Inducement Equity Award Vesting Acceleration or the CIC Vesting Acceleration (or any portion of any of the foregoing) that Executive (i) abide by the terms of each of Sections 6, 7 and 8 below, and (ii) execute and deliver to the Company within twenty-one (21) days (or forty-five (45) days, if required by applicable law) after receipt from the Company, and not revoke in any time provided by the Company to do so, a valid release agreement of claims in a form reasonably acceptable to the CompanyCompany (the “Release”), which Release shall release each member of the Executive Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Executive’s employment with the Company and any other member of the Company Group or the termination of such employment, but excluding (p) all claims to the Severance Amount, (q) any other claim that may first arise after the date the Release has been executed by Executive, (r) claims for indemnification as an officer and director and coverage under applicable directors and officers liability insurance, (s) claims for accrued vested benefits under applicable employee benefit plans and (t) claims for enforcement of the Release, and which Release shall not impose any restriction on Executive’s legal representatives (conduct following the Date of Termination other than to reaffirm such restrictive covenants as appropriate), shall be entitled to receive the incremental severance payments set forth in this section 5.2 (in addition to the payments upon termination set forth in Section 5.1): 5.2.1. the unpaid portion of the Performance Bonus, if any, relating to the calendar year had been agreed by Executive prior to the calendar year Date of the Executive’s termination, payable in equal monthly installments for twelve (12) months on the last business day Termination. The form of the month; 5.2.2. payment for accrued unused vacation days, payable in accordance with Company policy 5.2.3. if the Company achieves the performance objectives for the year in which Executive’s employment is terminated pursuant to this Section 5.2, a pro-rata share of the Performance Bonus in such performance year (based upon the number of days he was employed by the Company in the year in question) at 100% of Target Performance Bonus, payable in the same manner and at the same time as other executives remaining at the Company are paid; 5.2.4. the vesting and exercising of stock options to the extent set forth in Executive’s stock option award agreements. 5.2.5. the vesting of all Restricted Shares granted under the 2006 Restricted Stock Plan; 5.2.6. payment of all Special Recognition Bonus Compensation awarded pursuant to the Special Recognition Bonus Plan effective as of October 1, 2006; 5.2.7. payment of all of the Special Recognition Bonus Award made Release shall be provided to Executive on December 6, 2007; 5.2.8. vesting within five (5) days following the Date of Stock Renewal Bonus to the extent set forth in Executive’s Restricted Stock Agreement;Termination.

Due to Death or Disability. If: (i) the Executive’s employment terminates due to his death; or (ii) the Company terminates the Executive’s employment with the Company due to the Executive’s Disability (as defined below) and (i) the Executive honors all applicable provisions of this Agreement following such termination due to Disability, (ii) Executive agrees to make a good faith effort to the extent reasonably able to do so to provide consulting services to the Company as requested by the Company during the severance period at no additional payment or remuneration other than the severance amount stated herein, (iii) Executive or Executive’s legal representative executes, without revoking, a valid release agreement in a form reasonably acceptable to the CompanyCompany (but which does not require Executive or Executive’s legal representative to release any rights under this Section 5.2 of the Agreement or indemnification rights under Section 8 of the Agreement or under the articles of incorporation or by-laws of the Company or any of its subsidiaries), the Executive or the Executive’s legal representatives (as appropriate), shall be entitled to receive the incremental severance payments set forth in this section Section 5.2 (in addition to the payments upon termination set forth in Section 5.1): 5.2.1. the unpaid portion of the Performance Bonus, if any, relating to the calendar year years prior to the calendar year of the Executive’s termination, payable in equal monthly installments for twelve (12) months on within 60 days after the last business day of the monthExecutive’s Separation from Service; 5.2.2. payment for accrued unused vacation days, payable in accordance with Company policy 5.2.3. if the Company achieves the performance objectives for the year in which Executive’s employment is terminated pursuant to this Section 5.2terminated, a pro-rata share of the Performance Bonus in such performance year (based upon the number of days he was employed by the Company in the year in question) at 100% of Target Performance Bonus, payable in the same manner and at the same time as other executives remaining at the Company are paid;, but in no event later than two and one-half months after the end of the calendar year in which the Executive’s right to payment vests hereunder; and 5.2.3. the exercising of vested stock options as set forth in Section 4.2 of Executive’s Stock Option Award Agreement. 5.2.4. For the vesting and exercising purposes of stock options this Agreement, “Disability” means a reasonable determination by a physician reasonably acceptable to the extent set forth Company and in Executive’s stock option award agreementsaccordance with applicable law that as a result of a physical or mental injury or illness, the Executive is unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) 60 consecutive days; or (ii) 90 days in any one (1) year period. 5.2.5. the vesting of all Restricted Shares granted under the 2006 Restricted Stock Plan; 5.2.6. payment of all Special Recognition Bonus Compensation awarded pursuant to the Special Recognition Bonus Plan effective as of October 1, 2006; 5.2.7. payment of all of the Special Recognition Bonus Award made to Executive on December 6, 2007; 5.2.8. vesting of Stock Renewal Bonus to the extent set forth in Executive’s Restricted Stock Agreement;

Due to Death or Disability. If: (i) the Executive’s employment terminates due to his her death; or (ii) the Company terminates the Executive’s employment with the Company due to the Executive’s Disability (as defined below) and (i) the Executive honors all applicable provisions of this Agreement following such termination due to Disability, (ii) Executive agrees to make a good faith effort to the extent reasonably able to do so to provide consulting services to the Company as requested by the Company during the severance period at no additional payment or remuneration other than the severance amount stated herein, (iii) Executive or Executive’s legal representative executes, without revoking, a valid release agreement in a form reasonably acceptable to the CompanyCompany (but which does not require Executive or Executive’s legal representative to release any rights under this section of the Agreement or indemnification rights under section 8 of the Agreement or under the articles of incorporation or by-laws of the Company or any of its subsidiaries), the Executive or the Executive’s legal representatives (as appropriate), shall be entitled to receive the incremental severance payments set forth in this section Section 5.2 (in addition to the payments upon termination set forth in Section 5.1): 5.2.1. the unpaid portion of the Performance Bonus, if any, relating to the calendar year years prior to the calendar year of the Executive’s termination, payable in equal monthly installments for twelve (12) months on within 60 days after the last business day of the monthExecutive’s Separation from Service; 5.2.2. payment for accrued unused vacation days, payable in accordance with Company policy 5.2.3. if the Company achieves the performance objectives for the year in which Executive’s employment is terminated pursuant to this Section 5.2terminated, a pro-rata share of the Performance Bonus in such performance year (based upon the number of days he she was employed by the Company in the year in question) at 100% of Target Performance Bonus, payable in the same manner and at the same time as other executives remaining at the Company are paid;, but in no event later than two and one-half months after the end of the calendar year in which the Executive’s right to payment vests hereunder; and 5.2.45.2.3. the vesting and exercising of vested stock options to the extent as set forth in Section 4.2 of Executive’s stock option award agreementsStock Option Award Agreement. 5.2.5. the vesting of all Restricted Shares granted under the 2006 Restricted Stock Plan; 5.2.6. payment of all Special Recognition Bonus Compensation awarded pursuant to the Special Recognition Bonus Plan effective as of October 1, 2006; 5.2.7. payment of all of the Special Recognition Bonus Award made to Executive on December 6, 2007; 5.2.8. vesting of Stock Renewal Bonus to the extent set forth in Executive’s Restricted Stock Agreement;

Due to Death or Disability. If: (i) the Executive’s employment terminates due to his death; or (ii) the Company terminates the Executive’s employment with the Company due to the Executive’s Disability (as defined below) and (i) the Executive honors all applicable provisions of this Agreement following such termination due to Disability, (ii) Executive agrees to make a good faith effort to provide consulting services to the Company as requested by the Company during the severance period at no additional payment or remuneration other than the severance amount stated herein, (iii) Executive or Executive’s legal representative executes, without revoking, a valid release agreement in a form reasonably acceptable to the Company, the Executive or the Executive’s legal representatives (as appropriate), shall be entitled to receive the incremental severance payments set forth in this section 5.2 (in addition to the payments upon termination set forth in Section 5.1): 5.2.1. the unpaid portion of the Performance Bonus, if any, relating to the calendar year prior to the calendar year of the Executive’s termination, payable in equal monthly installments for twelve a lump sum within thirty (1230) months on the last business day days of the monthtermination; 5.2.2. payment for accrued unused vacation days, payable in accordance with Company policy 5.2.3. if the Company achieves the performance objectives for the year in which Executive’s employment is terminated pursuant to this Section 5.2terminated, a pro-rata share of the Performance Bonus in such performance year (based upon the number of days he was employed by the Company in the year in question) at 100% of Target Performance Bonus, payable in the same manner and at the same time as other executives remaining at the Company are paid;; and 5.2.4. the vesting and exercising of stock options to the extent set forth in Executive’s stock option award agreements. 5.2.55.2.3. the vesting of all Restricted Shares granted under the 2006 Restricted Stock Plan; 5.2.6. payment of all Special Recognition Bonus Compensation awarded pursuant to the Special Recognition Bonus Plan effective stock options as of October 1, 2006; 5.2.7. payment of all of the Special Recognition Bonus Award made to Executive on December 6, 2007; 5.2.8. vesting of Stock Renewal Bonus to the extent set forth in Section 4.2 of Executive’s Restricted Stock Option Award Agreement;.