Common use of Death or Permanent Disability Clause in Contracts

Death or Permanent Disability. If Participant’s Employment is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “Permanent Disability” shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. Participant shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board in such form and manner, and at such times, as the Board may require. Any determination by the Board that Participant does or does not have a Permanent Disability shall be final and binding upon the Company and Participant.

Death or Permanent Disability. If Participant’s Grantee's Employment is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of ParticipantGrantee, and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. Participant Grantee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board in such form and manner, and at such times, as the Board may require. Any determination by the Board that Participant Grantee does or does not have a Permanent Disability shall be final and binding upon the Company and ParticipantGrantee.

Death or Permanent Disability. If Participant’s 's Employment is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. Participant shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board in such form and manner, and at such times, as the Board may require. Any determination by the Board that Participant does or does not have a Permanent Disability shall be final and binding upon the Company and Participant.

Death or Permanent Disability. If Participant’s Employee's Employment is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of ParticipantEmployee, and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. Participant Employee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board in such form and manner, and at such times, as the Board may require. Any determination by the Board that Participant Employee does or does not have a Permanent Disability shall be final and binding upon the Company and ParticipantEmployee.

Death or Permanent Disability. If Participant’s Optionee's Employment is ----------------------------- Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoOptionee, then (A) the portion of the Option that has not vested on or prior shall fully vest with respect to all Option Shares upon the date of such Termination of Employment Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee's rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or that which has lasted or can be expected to last for a continuous period of not less than 12 twelve (12) months. Participant The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board Committee in such form and manner, and at such times, as the Board Committee may require. Any determination by the Board Committee that Participant Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and ParticipantOptionee.

Death or Permanent Disability. If Participant’s Employee's Employment is Terminated ----------------------------- terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoEmployee, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of date that is one hundred and eighty (180) days after the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. Participant Employee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished in writing to the Board in such form and manner, and at such times, as the Board may require. Any determination by the Board that Participant does or does not have a Permanent Disability shall be final and binding upon two (2) independent physicians mutually acceptable to the Company and ParticipantEmployee.

Death or Permanent Disability. If Participant’s the Termination of Employment is Terminated occurs by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoOptionee, then (A) the portion of the Option that has not vested on or prior shall fully vest with respect to all Option Shares upon the date of such Termination of Employment Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee’s rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “Permanent Disability” shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or that which has lasted or can be expected to last for a continuous period of not less than 12 twelve (12) months. Participant The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board Committee in such form and manner, and at such times, as the Board Committee may require. Any determination by the Board Committee that Participant Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and ParticipantOptionee.

Death or Permanent Disability. If Participant’s Optionee's Employment is ----------------------------- Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoOptionee, then (A) the portion of the Option that has not vested on or prior shall fully vest with respect to all Option Shares upon the date of such Termination of Employment Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee's rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or that which has lasted or can be expected to last for a continuous period of not less than 12 twelve (12) months. Participant The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board or the Committee in such form and manner, and at such times, as the Board or the Committee may require. Any determination by the Board or the Committee that Participant Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and Participant.Optionee. (iii)

Death or Permanent Disability. If Participant’s Optionee's Employment is ----------------------------- Terminated by reason of the death or Permanent Disability (as hereinafter herein defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoOptionee, then (A) the portion of the Option that has not vested on or prior shall fully vest with respect to all Option Shares upon the date of such Termination of Employment Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee's rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or that which has lasted or can be expected to last for a continuous period of not less than 12 twelve (12) months. Participant The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board Committee in such form and manner, and at such times, as the Board Committee may require. Any determination by the Board Committee that Participant Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and ParticipantOptionee.

Death or Permanent Disability. If Participant’s Grantee's Employment is Terminated by Terminaxxx xx reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoGrantee, then (A) the portion Option shall terminate on the earlier of the Option that has not vested on Expiration Date or prior to the date of such Termination as to the number of Employment shall terminate on such date Option Shares for which it has not then become exercisable and (B) the remaining vested portion of the Option shall terminate as to the number of Option Shares for which it has then become exercisable upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or that which has lasted or can be expected to last for a continuous period of not less than 12 months. Participant Grantee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board in such form and manner, and at such times, as the Board may require. Any determination by the Board that Participant Grantee does or does not have a Permanent Disability shall be final and binding upon the Company and ParticipantGrantee.

Death or Permanent Disability. If Participant’s Optionee's Employment is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoOptionee, then (A) the portion of the Option that has not vested on or prior shall fully vest with respect to all Option Shares upon the date of such Termination of Employment Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee's rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or that which has lasted or can be expected to last for a continuous period of not less than 12 twelve (12) months. Participant The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board Committee in such form and manner, and at such times, as the Board Committee may require. Any determination by the Board Committee that Participant Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and Participant.Optionee. (iii)

Death or Permanent Disability. If Participant’s the Termination of --------------------------------- Employment is Terminated occurs by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoOptionee, then (A) the portion of the Option that has not vested on or prior shall fully vest with respect to all Option Shares upon the date of such Termination of Employment Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee's rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or that which has lasted or can be expected to last for a continuous period of not less than 12 twelve (12) months. Participant The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board Committee in such form and manner, and at such times, as the Board Committee may require. Any determination by the Board Committee that Participant Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and ParticipantOptionee.

Death or Permanent Disability. If Participant’s Optionee's Employment ----------------------------- is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoOptionee, then (A) the portion of the Option that has not vested on or prior shall fully vest with respect to all Option Shares upon the date of such Termination of Employment Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee's rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or that which has lasted or can be expected to last for a continuous period of not less than 12 twelve (12) months. Participant The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board of the Committee in such form and manner, and at such times, as the Board Committee may require. Any determination by the Board of the Committee that Participant Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and ParticipantOptionee.

Death or Permanent Disability. If Participant’s 's Employment ------------------------------ is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. Participant shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board in such form and manner, and at such times, as the Board may require. Any determination by the Board that Participant does or does not have a Permanent Disability shall be final and binding upon the Company and Participant.

Death or Permanent Disability. If Participant’s Optionee's Employment ----------------------------- is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior theretoOptionee, then (A) the portion of the Option that has not vested on or prior shall fully vest with respect to all Option Shares upon the date of such Termination of Employment Employment, shall be exercisable by Optionee or, in the event of death, the person or persons to whom Optionee's rights under the Option shall have passed by will or by the applicable laws of descent or distribution, and shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that which can be expected to result in death or that which has lasted or can be expected to last for a continuous period of not less than 12 twelve (12) months. Participant The Optionee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board Committee in such form and manner, and at such times, as the Board Committee may require. Any determination by the Board Committee that Participant Optionee does or does not have a Permanent Disability shall be final and binding upon the Company and ParticipantOptionee.

Death or Permanent Disability. If Participant’s 's ----------------------------- Employment is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. “"Permanent Disability” " shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. Participant shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board Committee in such form and manner, and at such times, as the Board Committee may require. Any determination by the Board Committee that Participant does or does not have a Permanent Disability shall be final and binding upon the Company and Participant.