Common use of Disability or Death Clause in Contracts

Disability or Death. The Employment Term and this Agreement shall terminate immediately upon Employee’s death or on the date set forth in a Notice of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform Employee’s duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon termination of Employee’s employment hereunder for either Disability or death, Employee or Employee’s estate (as the case may be) shall be entitled to receive (i) the Base Salary through the date of termination, (ii) accrued and unused vacation through the date of termination, (iii) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual Bonus for the year during which Employee’s employment is terminated, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination and (Y) any unpaid Annual Bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal year of termination, multiplied by a fraction the numerator of which is the number of days that have elapsed in the fiscal year of Employee’s termination through the date of termination, and the denominator of which is 365, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination (the “Pro Rata Bonus”) and (YY) any unpaid Annual Bonus for any previously completed fiscal year. If in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company.

Disability or Death. The Employment Term and this Agreement shall If Employee should suffer a Permanent Disability, the Company may terminate immediately upon Employee’s death employment hereunder upon ten (10) or on more days’ prior written notice to Employee. If Employee should pass away during the date set forth in a Notice term of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform this Agreement, Employee’s duties with substantially employment shall be deemed terminated on Employee’s date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the same level Company’s or a subsidiary’s long-term disability insurance arrangement. In the event of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon the termination of Employee’s employment hereunder for either by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the payroll cycle following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), or any beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estate if no such beneficiary has been so designated (as in the case may be) shall be entitled to receive event of Employee’s death), a single lump sum payment of: (i) the Base Salary through any accrued but unpaid Annual Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Employee at the date of such termination, ; (ii) accrued and unused vacation through the date of terminationany amounts owing, (iiibut not yet paid, pursuant to Section 3(d) unreimbursed business expenses properly incurred through the date of hereof. In addition, upon a termination (collectively, the items covered by clauses (i) through (iiiunder this Section 4(b), and upon the “Accrued Obligations”satisfaction of the conditions set forth herein: (1) (iv) in the case of death, (X) the Annual Bonus Employee shall receive a pro rata bonus for the calendar year during in which Employee’s employment is terminatedsuch termination occurs, payable equal to the bonus Employee would have received, to the extent all criteria for such a bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are paid the bonus is to other employees of be paid), for the Company with positions similar to that held by Employee prior to Employee’ termination and (Y) any unpaid Annual Bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal calendar year of termination, said termination multiplied by a fraction fraction, the numerator of which is the number of days that have elapsed in the fiscal such year of Employee’s termination through preceding and including the date of termination, and the denominator of which is 365. Such pro-rata bonus shall be paid at the same time as the bonus would have been paid had Employee remained employed by the Company through the date of payment, payable but in any event, not later than March 15 of the calendar year following the calendar year for which the bonus is payable; (2) Employee shall receive any unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are the bonus is to be paid). Such bonus shall be paid to other employees of at the same time as the bonus would have been paid had Employee remained employed by the Company with positions similar to that held by Employee prior to Employee’ termination (through the “Pro Rata Bonus”) date of payment; and (YY3) any unpaid Annual Bonus all of Employee’s outstanding but unvested equity awards shall vest immediately and the expiration date for any previously completed fiscal year. If in the all such equity awards shall be extended so that they expire one year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in after termination under this Section VIII.B. Employee or Employee’s estate (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company4(b).

Disability or Death. The Employment Term and this Agreement shall If Employee should suffer a Permanent Disability, the Company may terminate immediately upon Employee’s death employment hereunder upon ten (10) or on more days’ prior written notice to Employee. If Employee should pass away during the date set forth in a Notice term of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform this Agreement, Employee’s duties with substantially employment shall be deemed terminated on Employee’s date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the same level Company’s or a subsidiary’s long-term disability insurance arrangement. In the event of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon the termination of Employee’s employment hereunder for either by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the first payroll date following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), or any beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estate if no such beneficiary has been so designated (as in the case may be) shall be entitled to receive event of Employee’s death), a single lump sum payment of: (i) the Base any accrued but unpaid Annual Salary, including Annual Salary through in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, ; and (ii) accrued and unused vacation through any amounts owing, but not yet paid, pursuant to Section 3(d) hereof. In addition, upon a termination under this Section 4(b): (1) Employee shall receive a pro rata bonus for the date of terminationcalendar year in which such termination occurs, (iii) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual equal to Employee's Target Bonus for the year during which Employee’s employment is terminated, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination and (Y) any unpaid Annual Bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal calendar year of termination, said termination multiplied by a fraction fraction, the numerator of which is the number of days that have elapsed in the fiscal such year of Employee’s termination through preceding and including the date of termination, and the denominator of which is three hundred sixty-five (365); (2) Employee shall receive any accrued but unpaid bonus for the calendar year preceding Employee’s termination, payable to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are paid the bonus is to other employees be paid) (as determined by the Compensation Committee of the Company with positions similar Board in its discretion); and (3) all of Employee’s outstanding but unvested equity awards shall vest immediately and the expiration date for all of Employee’s unvested stock option awards shall be extended so that they expire one year after the date of Employee’s termination under this Section 4(b). Subject to that held by Employee prior Section 6(c), the amounts payable pursuant to Employee’ termination clauses (the “Pro Rata Bonus”1) and (YY2) any unpaid Annual Bonus for any previously completed fiscal year. If above shall be paid within five (5) days following the date Employee’s Release becomes effective and irrevocable (or, in the year event of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate death, within five (as 5) days following the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following date of Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companydeath).

Disability or Death. The Employment Term Term, and this Agreement Executive’s employment hereunder, shall terminate immediately upon EmployeeExecutive’s death or on the date set forth in following delivery of a Notice of Termination by the Company to Employee Executive if Employee Executive becomes physically or mentally incapacitated and is therefore unable for a period of 90 ninety (90) consecutive days or 120 one-hundred twenty (120) days during any consecutive six-six (6) month period to perform Employee’s his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon termination of EmployeeExecutive’s employment hereunder for either Disability or death, Employee Executive or EmployeeExecutive’s estate (as the case may be) shall be entitled to receive (i) the his Base Salary through the date last day of termination, the payroll period during which such termination occurs; (ii) accrued and unused vacation through any declared but unpaid Annual Bonus for any fiscal year preceding the date of termination, year in which the termination occurs; (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy through the date of Executive’s termination (collectively, the items covered by clauses sum of (i), (ii) through plus (iii), the “Accrued Obligations”) ); (iv) in a pro rata portion of any Annual Bonus that Executive would have been entitled to receive pursuant to Section 4(b) of this Agreement with respect to the case fiscal year of deathtermination based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, and determined by using (X) the Transition Bonus, if such termination occurs during fiscal year 2005, and reducing the pro rata portion of the Transition Bonus by the aggregate amount of all installments of the Transition Bonus that have been paid through the date of termination, or (Y) Executive’s target Annual Bonus for the fiscal year during which Employee’s employment is terminatedof such termination, if such termination occurs following the end of fiscal year 2005 (the “Pro-Rata Bonus”), payable on as soon as reasonably practicable following the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ Executive’s termination and (Y) any unpaid Annual Bonus for any previously completed fiscal yearof employment, and (v) in the case of a termination due to Disability, an amount equal to continuation of the Base Salary in effect on the date of termination until the earlier of (XXA) the amount second anniversary of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal year of termination, multiplied by a fraction the numerator of which is the number of days that have elapsed in the fiscal year of Employee’s termination through the date of termination, and the denominator of which is 365, payable on (B) the date annual bonuses are paid Executive is eligible to other employees commence receiving payments under the Company’s long-term disability policy. Notwithstanding the foregoing, in the event of Executive’s termination of employment due to Disability, if necessary to avoid the application of Section 409A of the Company with positions similar Code to that held by Employee prior the amounts payable pursuant to Employee’ termination clauses (the “Pro Rata Bonus”iv) and (YYv) of the preceding sentence, Executive shall not receive any unpaid Annual Bonus for any previously completed fiscal year. If in such amounts until the year of terminationFirst Payment Date and, on the First Payment Date, the Hurdle is not attained, Employee Company will not be eligible pay Executive an amount equal to the sum of all amounts that would have been payable in respect of the period preceding the First Payment Date but for any future Annual Bonus notwithstanding any contrary provision in the delay imposed on account of the aforementioned Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee 409A. Executive or EmployeeExecutive’s estate (as the case may be) shall have no further rights to any compensation (including any Base Salary, Annual Bonus, payments under Section 3(b) of this Agreement or any long-term or equity-based compensation awards) or any other benefits under this Agreement. All other benefits, if any, due Employee Executive following EmployeeExecutive’s termination of employment due to for Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulationCompany; provided, however, that Employee Executive (or Employee’s his estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company.

Disability or Death. The Employment Term and this Agreement Executive's employment hereunder shall terminate immediately upon Employee’s Executive's death or on the date set forth in a Notice of Termination and may be terminated by the Company to Employee Employer if Employee Executive becomes physically or mentally incapacitated and is therefore unable for a period of 90 six consecutive days months or 120 days during for an aggregate of nine months in any 24 consecutive six-month period to perform Employee’s Executive's duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “"Disability”"). Any question as to the existence of the Disability of Executive as to which Executive and the Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Employer. If Executive and the Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Employer and Executive shall be final and conclusive for all purposes of the Agreement. Upon termination of Employee’s Executive's employment hereunder for due to either Disability death or deathDisability, Employee Executive or Employee’s Executive's estate (as the case may be) shall be entitled to receive (i) receive: the Base Salary through Accrued Rights; a lump sum payment equal to Executive's earned but unpaid Guaranteed Annual Bonus, if any, payable in respect of the date of terminationFiscal Year immediately preceding the Fiscal Year in which the termination occurs, (ii) accrued and unused vacation through payable when the date of termination, (iii) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Guaranteed Annual Bonus for the year during which Employee’s employment is terminated, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination and (Y) any unpaid Annual Bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have otherwise been paid payable had Employee’s Executive's employment not terminated; a lump sum payment equal to a pro-rated portion of the Guaranteed Annual Bonus, i.e., calculated based on the performance number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which a termination of employment occurs and in respect of which the Guaranteed Annual Bonus is payable, relative to 12 months; a lump sum payment equal to Executive's earned but unpaid Profit Annual Bonus, if any, in respect of the Aveon Business during Fiscal Year immediately preceding the fiscal year Fiscal Year in which the termination occurs, payable when the Profit Annual Bonus would have otherwise been payable had Executive's employment not terminated; and a lump sum payment equal to a pro-rated portion of terminationthe Executive's Profit Annual Bonus, multiplied by a fraction the numerator of which is calculated based on the number of days that have elapsed months (and any fraction thereof) Executive is employed during the Fiscal Year in the fiscal year which a termination of Employee’s termination through the date of termination, employment occurs and the denominator in respect of which the Profit Annual Bonus is 365payable, payable on the date annual bonuses are paid relative to other employees 12 months. Following Executive's termination of the Company with positions similar employment due to that held by Employee prior to Employee’ termination (the “Pro Rata Bonus”death or Disability, except as set forth in Section 5(b), this Section 7(b)(ii) and (YY) any unpaid Annual Bonus for any previously completed fiscal year. If in the year of terminationSection 9(a)(ii), the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate (as the case may be) Executive shall have no further rights to any compensation or any other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company.

Disability or Death. The Employment Term and this Agreement shall Company may terminate immediately upon Employee’s death or on the date set forth in a Notice of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform Employee’s duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon termination of Employee’s employment hereunder for either Disability or death, Employee or Employee’s estate (as the case may be) shall be entitled to receive (i) the Base Salary through the date of termination, (ii) accrued and unused vacation through the date of termination, (iii) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual Bonus for the year during which Employee’s employment is terminated, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination and the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder for a continuous period of six (Y6) any unpaid Annual Bonus months due to a physical or mental condition that, in the opinion of a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery. The Employee agrees to submit to an examination by a licensed physician of his choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of employment for at least six (6) months. The Company shall pay for any previously completed fiscal yearsuch examination. However, this provision does not abrogate either the Company's or the Employee's rights and obligations pursuant to the Family and Medical Leave Act of 1993, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal year of termination, multiplied by a fraction the numerator of which is the number of days that have elapsed in the fiscal year of Employee’s termination through the date of termination, and the denominator of which is 365, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination (the “Pro Rata Bonus”) and (YY) any unpaid Annual Bonus for any previously completed fiscal year. If in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due under this paragraph C shall not be deemed to Disability be a termination for cause. If during the Term of this Employment Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments shall cease at the time of death shall be determined in accordance with the plansor disability, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company shall provide such health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death or disability, to Employee or his family for the longer of twelve (12) months after such termination or the full unexpired Term of this Employment Agreement on the same terms and conditions (including cost) as were applicable before such termination. In addition, for the first six (6) months of disability, the Company shall pay to the Employee the difference, if any, between any affiliate cash benefits received by the Employee from a Company-sponsored disability insurance policy and the Employee's salary hereunder. At the time of any such termination, the CompanyCompany shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above.

Disability or Death. The Employment Term and this Agreement shall terminate immediately upon Employee’s death or on the date set forth in a Notice of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform Employee’s duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon termination of Employee’s employment hereunder for either Disability or death, Employee or Employee’s estate (as the case may be) shall be entitled to receive (i) the Base Salary through the date of termination, (ii) accrued and unused vacation through the date of termination, (iii) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual Bonus for the year during which Employee’s employment is terminated, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination and (Y) any unpaid Annual Bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal year of termination, multiplied by a fraction the numerator of which is the number of days that have elapsed in the fiscal year of Employee’s termination through the date of termination, and the denominator of which is 365, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination (the “Pro Rata Bonus”) and (YY) any unpaid Annual Bonus for any previously completed fiscal year. If in the year of termination, the Hurdle Incentive Fee is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company.

Disability or Death. The Employment Term and this Agreement shall If Employee should suffer a Permanent Disability, the Company may terminate immediately upon Employee’s death employment hereunder upon ten (10) or on more days’ prior written notice to Employee. If Employee should pass away during the date set forth in a Notice term of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform this Agreement, Employee’s duties with substantially employment shall be deemed terminated on Employee’s date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the same level Company’s or a subsidiary’s long-term disability insurance arrangement. In the event of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon the termination of Employee’s employment hereunder for either by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the first payroll date following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), or any beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estate if no such beneficiary has been so designated (as in the case may be) shall be entitled to receive event of Employee’s death), a single lump sum payment of: (i) the Base any accrued but unpaid Annual Salary, including Annual Salary through in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, ; (ii) accrued and unused vacation through the date of terminationany amounts owing, but not yet paid, pursuant to Section 3(d) hereof. In addition, upon a termination under this Section 4(b): (iii1) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual Bonus Employee shall receive a pro rata bonus for the calendar year during in which Employee’s employment is terminatedsuch termination occurs, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior equal to Employee’ termination and (Y) any unpaid Annual Bonus 's target bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal calendar year of termination, said termination multiplied by a fraction fraction, the numerator of which is the number of days that have elapsed in the fiscal such year of Employee’s termination through preceding and including the date of termination, and the denominator of which is three hundred sixty-five (365); (2) Employee shall receive any accrued but unpaid bonus for the calendar year preceding Employee’s termination, payable to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are paid the bonus is to other employees be paid) (as determined by the Compensation Committee of the Company with positions similar Board in its discretion); and (3) the expiration date for all of Employee’s vested stock option awards shall be extended so that they expire one year after the date of Employee's termination under this Section 4(b). Subject to that held by Employee prior Section 6(c), the amounts payable pursuant to Employee’ termination clauses (the “Pro Rata Bonus”1) and (YY2) any unpaid Annual Bonus for any previously completed fiscal year. If above shall be paid within five (5) days following the date Employee's Release becomes effective and irrevocable (or, in the year event of terminationEmployee's death, within five (5) days following the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A date of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company's death).

Disability or Death. The Employment Term and this Agreement shall If Employee should suffer a Permanent Disability, the Company may terminate immediately upon Employee’s death employment hereunder upon ten (10) or on more days’ prior written notice to Employee. If Employee should pass away during the date set forth in a Notice term of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform this Agreement, Employee’s duties with substantially employment shall be deemed terminated on Employee’s date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the same level Company’s or a subsidiary’s long-term disability insurance arrangement. In the event of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon the termination of Employee’s employment hereunder for either by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the payroll cycle following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), or any beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estate if no such beneficiary has been so designated (as in the case may be) shall be entitled to receive event of Employee’s death), a single lump sum payment of: (i) the Base Salary through any accrued but unpaid Annual Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Employee at the date of such termination, ; (ii) accrued and unused vacation through the date of terminationany amounts owing, (iiibut not yet paid, pursuant to Section 3(d) unreimbursed business expenses properly incurred through the date of hereof. In addition, upon a termination (collectively, the items covered by clauses (i) through (iiiunder this Section 4(b), and upon the “Accrued Obligations”satisfaction of the conditions set forth herein: (1) (iv) in the case of death, (X) the Annual Bonus Employee shall receive a pro rata bonus for the calendar year during in which Employee’s employment is terminatedsuch termination occurs, payable equal to the bonus Employee would have received, to the extent all criteria for such a bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are paid the bonus is to other employees of be paid), for the Company with positions similar to that held by Employee prior to Employee’ termination and (Y) any unpaid Annual Bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal calendar year of termination, said termination multiplied by a fraction fraction, the numerator of which is the number of days that have elapsed in the fiscal such year of Employee’s termination through preceding and including the date of termination, and the denominator of which is 365. Such pro-rata bonus shall be paid at the same time as the bonus would have been paid had Employee remained employed by the Company through the date of payment, payable but in any event, not later than March 15 of the calendar year following the calendar year for which the bonus is payable; (2) Employee shall receive any unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are the bonus is to be paid). Such bonus shall be paid to other employees of at the same time as the bonus would have been paid had Employee remained employed by the Company with positions similar to that held by Employee prior to Employee’ termination (through the “Pro Rata Bonus”) date of payment; and (YY3) any unpaid Annual Bonus the expiration date for any previously completed fiscal year. If in the all of Employee’s unvested equity awards shall be extended so that they expire one year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in after termination under this Section VIII.B. Employee or Employee’s estate (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company4(b).

Disability or Death. The Employment Term and this Agreement shall If Employee should suffer a Permanent Disability, the Company may terminate immediately upon Employee’s death employment hereunder upon ten (10) or on more days’ prior written notice to Employee. If Employee should pass away during the date set forth in a Notice term of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform this Agreement, Employee’s duties with substantially employment shall be deemed terminated on Employee’s date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the same level Company’s or a subsidiary’s long-term disability insurance arrangement. In the event of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon the termination of Employee’s employment hereunder for either by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the first payroll date following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), or any beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estate if no such beneficiary has been so designated (as in the case may be) shall be entitled to receive event of Employee’s death), a single lump sum payment of: (i) the Base any accrued but unpaid Annual Salary, including Annual Salary through in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, ; (ii) accrued and unused vacation through the date of terminationany amounts SD\1546770.1 owing, but not yet paid, pursuant to Section 3(d) hereof. In addition, upon a termination under this Section 4(b): (iii1) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual Bonus Employee shall receive a pro rata bonus for the calendar year during in which Employee’s employment is terminatedsuch termination occurs, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior equal to Employee’ termination and (Y) any unpaid Annual Bonus 's target bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal calendar year of termination, said termination multiplied by a fraction fraction, the numerator of which is the number of days that have elapsed in the fiscal such year of Employee’s termination through preceding and including the date of termination, and the denominator of which is three hundred sixty-five (365); (2) Employee shall receive any accrued but unpaid bonus for the calendar year preceding Employee’s termination, payable to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are paid the bonus is to other employees be paid) (as determined by the Compensation Committee of the Company with positions similar Board in its discretion); and (3) all of Employee’s outstanding but unvested equity awards shall vest immediately and the expiration date for all of Employee’s unvested stock option awards shall be extended so that they expire one year after the date of Employee's termination under this Section 4(b). Subject to that held by Employee prior Section 6(c), the amounts payable pursuant to Employee’ termination clauses (the “Pro Rata Bonus”1) and (YY2) any unpaid Annual Bonus for any previously completed fiscal year. If above shall be paid within five (5) days following the date Employee's Release becomes effective and irrevocable (or, in the year event of terminationEmployee's death, within five (5) days following the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A date of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company's death).

Disability or Death. The Employment Term Term, and this Agreement Executive’s employment hereunder, shall terminate immediately upon EmployeeExecutive’s death or on the date set forth in following delivery of a Notice of Termination by the Company to Employee Executive if Employee Executive becomes physically or mentally incapacitated and is therefore unable for a period of 90 ninety (90) consecutive days or 120 one-hundred twenty (120) days during any consecutive six-six (6) month period to perform Employee’s his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon termination of EmployeeExecutive’s employment hereunder for either Disability or death, Employee Executive or EmployeeExecutive’s estate (as the case may be) shall be entitled to receive (i) the his Base Salary through the date last day of termination, the payroll period during which such termination occurs; (ii) accrued and unused vacation through any declared but unpaid Annual Bonus for any fiscal year preceding the date of termination, year in which the termination occurs; (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy through the date of Executive’s termination (collectively, the items covered by clauses sum of (i), (ii) through plus (iii), the “Accrued Obligations”) ); (iv) in the case a pro rata portion of death, (X) the any Annual Bonus for that Executive would have been entitled to receive pursuant to Section 4.3 of this Agreement with respect to the fiscal year during which Employeeof termination and based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s employment is terminatedtermination of employment, if any (the “Pro-Rata Bonus”), payable on as soon as reasonably practicable following the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ Executive’s termination and (Y) any unpaid Annual Bonus for any previously completed fiscal yearof employment, and (v) in the case of a termination due to Disability, continuation of the Base Salary in effect on the date of termination until the earlier of (A) the fifth anniversary of the Effective Date, or (B) the date Executive is eligible to commence receiving payments under the Company’s long-term disability policy. Notwithstanding the foregoing, in the event of Executive’s termination of employment due to Disability, if necessary to avoid the application of Section 409A of the Code to the amounts payable pursuant to clauses (iv) and (v) of the preceding sentence, Executive shall not receive any such amounts until the First Payment Date and, on the First Payment Date, the Company will pay Executive an amount equal to (XX) the amount sum of the Annual Bonus all amounts that would have been paid had Employee’s employment not terminated, i.e., based on the performance payable in respect of the Aveon Business during period preceding the fiscal year of termination, multiplied by a fraction First Payment Date but for the numerator of which is the number of days that have elapsed in the fiscal year of Employee’s termination through the date of termination, and the denominator of which is 365, payable delay imposed on the date annual bonuses are paid to other employees account of the Company with positions similar to that held by Employee prior to Employee’ termination (the “Pro Rata Bonus”) and (YY) any unpaid Annual Bonus for any previously completed fiscal year. If in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in aforementioned Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee 409A. Executive or EmployeeExecutive’s estate (as the case may be) shall have no further rights to any compensation (including any Base Salary, Transition Bonus, Annual Bonus, payments under any long-term or equity-based compensation awards) or any other benefits under this Agreement. All other benefits, if any, due Employee Executive following EmployeeExecutive’s termination of employment due to for Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulationCompany; provided, however, that Employee Executive (or Employee’s his estate, as the case may be) shall not participate in any severance plan, policy policy, or program of the Company or any affiliate of the Company.

Disability or Death. The Employment Term and this Agreement shall If Employee should suffer a Permanent Disability, the Company may terminate immediately upon Employee’s death employment hereunder upon ten (10) or on more days’ prior written notice to Employee. If Employee should pass away during the date set forth in a Notice term of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform this Agreement, Employee’s duties with substantially employment shall be deemed terminated on Employee’s date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the same level Company’s or a subsidiary’s long-term disability insurance arrangement. In the event of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon the termination of Employee’s employment hereunder for either by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the first payroll date following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), or any beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estate if no such beneficiary has been so designated (as in the case may be) shall be entitled to receive event of Employee’s death), a single lump sum payment of: (i) the Base any accrued but unpaid Annual Salary, including Annual Salary through in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, ; (ii) accrued and unused vacation through the date of terminationany amounts owing, but not yet paid, pursuant to Section 3(d) hereof. In addition, upon a termination under this Section 4(b): (iii1) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual Bonus Employee shall receive a pro rata bonus for the calendar year during in which Employee’s employment is terminatedsuch termination occurs, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior equal to Employee’ termination and (Y) any unpaid Annual Bonus 's target bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal calendar year of termination, said termination multiplied by a fraction fraction, the numerator of which is the number of days that have elapsed in the fiscal such year of Employee’s termination through preceding and including the date of termination, and the denominator of which is three hundred sixty-five (365); (2) Employee shall receive any accrued but unpaid bonus for the calendar year preceding Employee’s termination, payable to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are paid the bonus is to other employees be paid) (as determined by the Compensation Committee of the Company with positions similar Board in its discretion); and (3) all of Employee’s outstanding but unvested equity awards shall vest immediately and the expiration date for all of Employee’s unvested stock option awards shall be extended so that they expire one year after the date of Employee's termination under this Section 4(b). Subject to that held by Employee prior Section 6(c), the amounts payable pursuant to Employee’ termination clauses (the “Pro Rata Bonus”1) and (YY2) any unpaid Annual Bonus for any previously completed fiscal year. If above shall be paid within five (5) days following the date Employee's Release becomes effective and irrevocable (or, in the year event of terminationEmployee's death, within five (5) days following the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A date of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company's death).

Disability or Death. The Employment Term and this Agreement shall If Employee should suffer a Permanent Disability, the Company may terminate immediately upon Employee’s death employment hereunder upon ten (10) or on more days’ prior written notice to Employee. If Employee should pass away during the date set forth in a Notice term of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform this Agreement, Employee’s duties with substantially employment shall be deemed terminated on Employee’s date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the same level Company’s or a subsidiary’s long-term disability insurance arrangement. In the event of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon the termination of Employee’s employment hereunder for either by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the first payroll date following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), or any beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estate if no such beneficiary has been so designated (as in the case may be) shall be entitled to receive event of Employee’s death), a single lump sum payment of: (i) the Base any accrued but unpaid Annual Salary, including Annual Salary through in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, ; (ii) accrued and unused vacation through the date of terminationany amounts owing, but not yet paid, pursuant to Section 3(d) hereof. In addition, upon a termination under this Section 4(b): (iii1) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual Bonus Employee shall receive a pro rata bonus for the calendar year during in which Employee’s employment is terminatedsuch termination occurs, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior equal to Employee’ termination and (Y) any unpaid Annual Bonus 's target bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal calendar year of termination, said termination multiplied by a fraction fraction, the numerator of which is the number of days that have elapsed in the fiscal such year of Employee’s termination through preceding and including the date of termination, and the denominator of which is three hundred sixty-five (365); (2) Employee shall receive any accrued but unpaid bonus for the calendar year preceding Employee’s termination, payable to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are paid the bonus is to other employees be paid) (as determined by the Compensation Committee of the Company with positions similar Board in its discretion); and (3) all of Employee’s outstanding but unvested equity awards shall vest immediately and the expiration date for all of Employee’s unvested stock option awards shall be extended so that they expire one year after the date of Employee’s termination under this Section 4(b). Subject to that held by Employee prior Section 6(c), the amounts payable pursuant to Employee’ termination clauses (the “Pro Rata Bonus”1) and (YY2) any unpaid Annual Bonus for any previously completed fiscal year. If above shall be paid within five (5) days following the date Employee’s Release becomes effective and irrevocable (or, in the year event of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate death, within five (as 5) days following the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following date of Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companydeath).

Disability or Death. The Employment Term Term, and this Agreement Executive’s employment hereunder, shall terminate immediately upon EmployeeExecutive’s death or on the date set forth in following delivery of a Notice of Termination by the Company to Employee Executive if Employee Executive becomes physically or mentally incapacitated and is therefore unable for a period of 90 ninety (90) consecutive days or 120 one-hundred twenty (120) days during any consecutive six-six (6) month period to perform Employee’s his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon termination of EmployeeExecutive’s employment hereunder for either Disability or death, Employee Executive or EmployeeExecutive’s estate (as the case may be) shall be entitled to receive (i) the his Base Salary through the date last day of termination, the payroll period during which such termination occurs; (ii) accrued and unused vacation through any declared but unpaid Annual Bonus for any fiscal year preceding the date of termination, year in which the termination occurs; (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy through the date of Executive’s termination (collectively, the items covered by clauses sum of (i), (ii) through plus (iii), the “Accrued Obligations”) ); (iv) in a pro rata portion of any Annual Bonus that Executive would have been entitled to receive pursuant to Section 4(b) of this Agreement with respect to the case fiscal year of deathtermination based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, and determined by using (X) the Annual Bonus for Transition Bonus, if such termination occurs during fiscal year 2005, and reducing the year during which Employee’s employment is terminated, payable on the date annual bonuses are paid to other employees pro rata portion of the Company with positions similar to that held Transition Bonus by Employee prior to Employee’ termination and (Y) any unpaid Annual Bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the aggregate amount of all installments of the Annual Transition Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal year of termination, multiplied by a fraction the numerator of which is the number of days that have elapsed in the fiscal year of Employee’s termination through the date of termination, and the denominator of which is 365, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination or (the “Pro Rata Bonus”Y) and (YY) any unpaid Executive’s target Annual Bonus for any previously completed the fiscal year. If in the year of such termination, if such termination occurs following the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A end of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate fiscal year 2005 (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company.the

Disability or Death. The Employment Term and this Agreement shall If Employee should suffer a Permanent Disability, the Company may terminate immediately upon Employee’s death employment hereunder upon ten (10) or on more days’ prior written notice to Employee. If Employee should pass away during the date set forth in a Notice term of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform this Agreement, Employee’s duties with substantially employment shall be deemed terminated on Employee’s date of death. For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred only when Employee has qualified for benefits (including satisfaction of any applicable waiting period) under the same level Company’s or a subsidiary’s long-term disability insurance arrangement. In the event of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon the termination of Employee’s employment hereunder for either by reason of Permanent Disability or death, the Employment Term shall end on the day of such termination and the Company shall pay, no later than the first payroll date following Employee’s termination, to Employee or Employee’s legal representative (in the event of Permanent Disability), or any beneficiary or beneficiaries designated by Employee to the Company in writing, or to Employee’s estate if no such beneficiary has been so designated (as in the case may be) shall be entitled to receive event of Employee’s death), a single lump sum payment of: (i) the Base any accrued but unpaid Annual Salary, including Annual Salary through in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, ; and (ii) accrued and unused vacation through any amounts owing, but not yet paid, pursuant to Section 3(d) hereof. In addition, upon a termination under this Section 4(b): (1) Employee shall receive a pro rata bonus for the date of terminationcalendar year in which such termination occurs, (iii) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual equal to Employee's Target Bonus for the year during which Employee’s employment is terminated, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination and (Y) any unpaid Annual Bonus for any previously completed fiscal year, and (v) in the case of Disability, an amount equal to (XX) the amount of the Annual Bonus that would have been paid had Employee’s employment not terminated, i.e., based on the performance of the Aveon Business during the fiscal calendar year of termination, said termination multiplied by a fraction fraction, the numerator of which is the number of days that have elapsed in the fiscal such year of Employee’s termination through preceding and including the date of termination, and the denominator of which is three hundred sixty-five (365); (2) Employee shall receive any accrued but unpaid bonus for the calendar year preceding Employee’s termination, payable to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date annual bonuses are paid the bonus is to other employees be paid) (as determined by the Compensation Committee of the Company with positions similar Board in its discretion); and (3) all of Employee’s outstanding but unvested equity awards shall vest immediately and the expiration date for all of Employee’s unvested stock option awards shall be extended so that they expire one year after the date of Employee’s termination under this Section 4(b). Subject to that held by Employee prior Section 6(c), the amounts payable pursuant to Employee’ termination clauses (the “Pro Rata Bonus”1) and (YY2) any unpaid Annual Bonus for any previously completed fiscal year. If above Exhibit 10.1 shall be paid within five (5) days following the date Employee’s Release becomes effective and irrevocable (or, in the year event of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employee’s estate death, within five (as 5) days following the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following date of Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companydeath).

Disability or Death. The Employment Term and this Agreement shall terminate immediately upon In the event that Employee’s death employment is terminated during the Employment Period pursuant to Section 3.2(c), Employer shall (i) pay Employee (or her estate or trust in the event of her death) her Earned Salary (as defined above); (ii) pay Employee (or her estate or trust in the event of her death) an amount equal to the annual average of any cash incentive compensation and bonus that Employee received during the immediately preceding two (2) fiscal years, prorated based on the date set forth in a Notice number of Termination by the Company to Employee if Employee becomes physically or mentally incapacitated and is therefore unable for a period of 90 consecutive days or 120 days during any consecutive six-month period to perform Employee’s duties with substantially the same level of quality as immediately such year that elapsed prior to such incapacity (such incapacity is hereinafter referred to as “Disability”). Upon the effective date of the termination of Employee’s employment hereunder (“Prorated Incentive Compensation”); (iii) make, for either Disability or deaththe benefit of Employee, the matching 401(k) plan contribution that Employee or Employee’s estate (as the case may be) shall be is entitled to receive for the current year, prorated based on the number of days during such year that elapsed prior to the effective date of the termination of Employee’s employment (i“Accrued Plan Contribution”), (iv) subject to the Disability Insurance Adjustment and the Life Insurance Adjustment (each defined below), pay Employee (or her estate or trust in the event of her death) the Base Salary that Employee would have been paid pursuant to Section 2.1(a) from the effective date of termination through the date of termination, (ii) accrued and unused vacation through the date of termination, (iii) unreimbursed business expenses properly incurred through the date of termination (collectively, the items covered by clauses (i) through (iii), the “Accrued Obligations”) (iv) in the case of death, (X) the Annual Bonus for the year during which Employment Period would have expired if Employee’s employment is terminated, payable on had not been terminated prior to the date annual bonuses are paid to other employees expiration of the Company with positions similar to that held by Employee prior to Employee’ termination and term of this Agreement (Y) any unpaid Annual Bonus for any previously completed fiscal year, “Salary Continuation Payments”); and (v) in provide Employee (or upon her death, her surviving spouse, if any) with the case of Disabilitysame coverage under the Core Plans (or if applicable, an amount equal to (XXa Contingent Insurance Stipend, as defined below) the amount of the Annual Bonus that Employee would have been paid had Employee’s employment not terminated, i.e., based on provided from the performance effective date of the Aveon Business during the fiscal year of termination, multiplied by a fraction the numerator of which is the number of days that have elapsed in the fiscal year of Employee’s termination through the date the Employment Period would have expired if Employee’s employment had not been terminated prior to the expiration of terminationthe term of this Agreement, in each case subject to Employee’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the denominator availability of which is 365, payable on the date annual bonuses are paid to other employees of the Company with positions similar to that held by Employee prior to Employee’ termination (the “Pro Rata Bonus”) and (YY) any unpaid Annual Bonus for any previously completed fiscal year. If in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and shall have no claim to any Annual Bonus amount except as described in this Section VIII.B. Employee or Employeesuch continued coverage through Employer’s estate (as the case may be) shall have no further rights to any compensation or other benefits under this Agreement. All other benefits, if any, due Employee following Employee’s termination of employment due to Disability or death shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee (or Employee’s estate, as the case may be) shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companythen-current insurance carrier.