Common use of Acceleration on Death or Disability Clause in Contracts

Acceleration on Death or Disability. If the Participant ceases to be an employee of the Company or a Subsidiary by reason of the Participant’s death or physical disability, all outstanding but unvested Options shall become immediately vested, and all vested but unexercised Options shall expire on the earlier of: (i) twelve (12) months following the date of such immediate vesting or (ii) the expiration date set forth in Section 1.a. above. The term “disability” means the Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Company’s long term disability plan covering employees of the Company. Medical determination of Disability may be made by either the Social Security Administration or by the provider of the long term disability plan covering employees of the Company, provided that the definition of “disability” applied under such plan complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Participant must submit proof to the Plan Administrator of the Social Security Administration’s or the provider’s determination.