Common use of Incapacity or Death Clause in Contracts

Incapacity or Death. In the event that Executive becomes physically or mentally disabled or incapacitated such that it is the reasonable, good faith opinion of the Company that Executive is unable to perform the services required under this Agreement with or without reasonable accommodation, then after four (4) months of continuous physical or mental disability, this Agreement will terminate; provided, however, that during this four (4) month period, Executive shall be entitled to the continuation of his compensation as provided by this Agreement; however such continued payments by the Company shall be integrated with any disability, workers’ compensation, or other insurance payments received, such that the total amount does not exceed the compensation as provided by this Agreement. For purposes of this Agreement, physical or mental disability does not include any disability arising from current use of alcohol, drugs or related issues. Notwithstanding the foregoing, if the Company terminates Executive’s employment due to incapacity, all previously granted stock options and restricted stock shall continue to vest notwithstanding such incapacity or termination of employment, and with respect to stock options, shall remain exercisable until the expiration date of each such stock option set forth in Section 7 hereof. In the event of Executive’s death during the term of this Agreement: (a) all previously granted stock options shall immediately vest and be exercisable by his estate until the applicable stock option expiration date; and (b) the service requirements of any previously granted restricted stock shall be waived, but the performance requirements, if any, shall still be applicable. Further, if the Company terminates Executive’s employment due to incapacity or in the event of Executive’s death during the term of this Agreement, all restricted stock previously earned will be immediately released to Executive or his estate, as the case may be.

Incapacity or Death. In the event that Executive becomes physically or mentally disabled or incapacitated such that it is the reasonable, good faith opinion of the Company that Executive is unable to perform the services required under this Agreement with or without reasonable accommodation, then after four (4) months of continuous physical or mental disability, this Agreement will terminate; provided, however, that during this four (4) month period, Executive shall be entitled to the continuation of his compensation as provided by this Agreement; however such continued payments by the Company shall be integrated with any disability, workers’ compensation, or other insurance payments received, such that the total amount does not exceed the compensation as provided by this Agreement. For purposes of this Agreement, physical or mental disability does not include any disability arising from current use of alcohol, drugs or related issues. Notwithstanding the foregoing, if the Company terminates Executive’s employment due to incapacity, all previously granted stock options and restricted stock shall continue to vest notwithstanding such incapacity or termination of employment, and with respect to stock options, shall remain exercisable until the expiration date of each such stock option set forth in Section 7 hereof. In the event of Executive’s death during the term of this Agreement: (a) all previously granted stock options shall immediately vest and be exercisable by his estate until the applicable stock option expiration date; and (b) the service requirements of any previously granted restricted stock shall be waived, but the performance requirements, if any, requirements shall still be applicable. Further, if the Company terminates Executive’s employment due to incapacity or in the event of Executive’s death during the term of this Agreement, all restricted stock previously earned will be immediately released to Executive or his estate, as the case may be.

Incapacity or Death. In the event that Executive becomes physically or mentally disabled or incapacitated such that it is the reasonable, good faith opinion of the Company that Executive is unable to perform the services required under this Agreement with or without reasonable accommodation, then after four (4) months of continuous physical or mental disability, this Agreement will terminate; provided, however, that during this four (4) month period, Executive shall be entitled to the continuation of his compensation as provided by this Agreement; however such continued payments by the Company shall be integrated with any disability, workers’ ' compensation, or other insurance payments received, such that the total amount does not exceed the compensation as provided by this Agreement. For purposes of this Agreement, physical or mental disability does not include any disability arising from current use of alcohol, drugs or related issues. Notwithstanding the foregoing, if the Company terminates Executive’s 's employment due to incapacity, all previously granted stock options and restricted stock shall continue to vest notwithstanding such incapacity or termination of employment, and with respect to stock options, shall remain exercisable until the expiration date of each such stock option set forth in Section 7 hereof. In the event of Executive’s 's death during the term of this Agreement: (a) all previously granted stock options shall immediately vest and be exercisable by his estate until the applicable stock option expiration date; and (b) the service requirements of any previously granted restricted stock shall be waived, but the performance requirements, if any, shall still be applicable. Further, if the Company terminates Executive’s 's employment due to incapacity or in the event of Executive’s 's death during the term of this Agreement, all restricted stock previously earned will be immediately released to Executive or his estate, as the case may be.

Incapacity or Death. In the event that Executive becomes physically or mentally disabled or incapacitated such that it is the reasonable, good faith opinion of the Company, after consultation with an independent physician retained by the Company for purposes of assisting the Company with such determination, that Executive is unable to perform the services required under this Agreement with or without reasonable accommodation, then after four (4) months of continuous physical or mental disabilitydisability (“Incapacity”), this Agreement will terminate; provided, however, that during this four (4) month period, Executive shall be entitled to the continuation of his compensation as provided by this Agreement; however such continued payments by the Company shall be integrated with any disability, workers’ compensation, or other insurance payments received, such that the total amount does not exceed the compensation as provided by this Agreement. For purposes of this Agreement, physical or mental disability does not include any disability arising from current use habitual abuse of alcohol, drugs or related issues. Notwithstanding the foregoing, if the Company terminates Executive’s employment due to incapacityIncapacity, all previously granted stock options and restricted stock which were granted prior to the date of this Amendment shall continue to vest notwithstanding such incapacity Incapacity or termination of employment, and with respect to such stock options, options shall remain exercisable until the earlier of the 36-month anniversary of the date of termination or the expiration date of each such stock option set forth in Section 7 hereofoption. In the event of Executive’s death during the term of this Agreement: (a) , all previously granted stock options and restricted stock which were granted prior to the date of this Amendment shall immediately vest vest, and with respect to stock options, be exercisable by his estate until the earlier of 90 days after Executive’s death and the applicable stock option expiration date; and (b) the service requirements of any previously granted restricted stock shall be waived, but the performance requirements, if any, shall still be applicable. Further, notwithstanding the foregoing, if the Company terminates Executive’s employment due to incapacity Incapacity or in the event of Executive’s death during the term of this Agreement: (i) the performance requirements Restricted Stock award set forth in Section 8 above shall be deemed to have been achieved for the for the fiscal year in which such termination occurs, as well as all restricted stock future fiscal years; (ii) the service requirements of the Restricted Stock award set forth in Section 8 above will be waived; and (iii) all Restricted Stock shares previously earned or earned in connection with such termination pursuant to clauses (i) and (ii) above will be immediately released to Executive or his estate, as the case may be. 9. Section 14 of the Prior Agreement is hereby amended to read in its entirety as follows: