Common use of Conditions and Limitations on Right to Exercise Option Clause in Contracts

Conditions and Limitations on Right to Exercise Option. Notwithstanding the provisions of Sections 3 and 4 hereof, (a) Except as otherwise provided in Section 7(b) hereof, this Option may not be exercised unless the Optionee is, at the time of exercise, an employee of the Company or a Subsidiary (as defined in the Plan) and has been employed by the Company or a Subsidiary continuously since the Date of Grant. If the Optionee returns to active employment with the Company or a Subsidiary after having been on an approved leave of absence from the Company or a Subsidiary, the Optionee shall ________________________ /1/ Add for senior executive grants only. be treated as if continuously employed during the period of such leave of absence. This Option may not, however, be exercised by the Optionee while on a leave of absence from active employment with the Company or a Subsidiary, unless such exercise is expressly approved in writing by the Board; and (i) If the Optionee ceases to be employed by the Company or a Subsidiary (other than by reason of death, Disability (as defined below) or retirement), the Option granted hereby, to the extent the Optionee was entitled to exercise it at the date of termination of employment, may be exercised at any time within three months after such termination but not after the date of termination of the Option. Any part of the Option not so exercised shall expire. Notwithstanding the foregoing, if Optionee's employment is terminated for Cause (as defined below), then this Option shall thereupon terminate and thereafter be unexercisable. (ii) If the Optionee retires after reaching age 65, all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, may be exercised at any time within three months after the Optionee's retirement but not after the date of expiration of the Option. (iii) If the Optionee retires after attaining age 55 but not age 65, the Board, in its sole discretion, may permit all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, to be exercised within three months after the Optionee's retirement but not after the date of expiration of the Option. (iv) If the Optionee's employment is terminated by reason of death or Disability, all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, may be exercised at any time within one year after such termination but not after the date of expiration of the option.

Conditions and Limitations on Right to Exercise Option. Notwithstanding the provisions of Sections 3 and 4 hereof, (a) Except as otherwise provided in Section 7(b) hereof, this Option may not be exercised unless the Optionee is, at the time of exercise, an employee a Non-Employee Director of the Company or a Subsidiary (as defined in the Plan) and has been employed by served as a Non-Employee Director of the Company or a Subsidiary continuously since the Date of Grant. If the Optionee returns to active employment with the Company or a Subsidiary after having been on an approved leave of absence from the Company or a Subsidiary, the Optionee shall ________________________ /1/ Add for senior executive grants only. be treated as if continuously employed during the period of such leave of absence. This Option may not, however, be exercised by the Optionee while on a leave of absence from active employment with the Company or a Subsidiary, unless such exercise is expressly approved in writing by the Board; and (i) If the Optionee ceases to be employed by serve as a Non-Employee Director of the Company or a Subsidiary (other than by reason of the Optionee's retirement on or after attaining the age of 65 (or such earlier date as such Optionee is permitted under the Company's retirement policy), death, Disability or disability (as defined below) or retirementin the Company's Long-Term Disability Plan), the Option granted hereby, to the extent the Optionee was entitled to exercise it at the date of termination of employmenttermination, may be exercised at any time within three 3 months after such termination but not after the date of termination of the Option. Any part of the Option not so exercised shall expire. Notwithstanding the foregoing, if Optionee's employment is terminated for Cause (as defined below), then this Option shall thereupon terminate and thereafter be unexercisable. (ii) If the Optionee retires after reaching age 65Optionee's service on the Board of Directors is terminated by reason of death or disability (as defined in the Company's Long-Term Disability Plan), all or any part of this the Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, may be exercised at any time within three 12 months after the Optionee's retirement but not after the date of expiration of the Option. (iii) If the Optionee retires after attaining age 55 but not age 65, the Board, in its sole discretion, may permit all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, to be exercised within three months after the Optionee's retirement but not after the date of expiration of the Option. (iv) If the Optionee's employment is terminated by reason of death or Disability, all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, may be exercised at any time within one year after such termination but not after the date of expiration of the optionOption. The Option shall not be exercisable for any number of Optioned Shares in excess of the number of Optioned Shares for which the Option is then exercisable, pursuant to Sections 4 and 8 hereof, on the date of termination of employment.

Conditions and Limitations on Right to Exercise Option. Notwithstanding the provisions of Sections 3 and 4 hereof, (a) Except as otherwise provided in Section 7(b) hereof, this Option may not be exercised unless the Optionee is, at the time of exercise, an employee of the Company or a Subsidiary (as defined in the Plan) and has been employed by the Company or a Subsidiary continuously since the Date of Grant. If the Optionee returns to active employment with the Company or a Subsidiary after having been on an approved leave of absence from the Company or a Subsidiary, the Optionee shall ________________________ /1/ Add for senior executive grants only. be treated as if continuously employed during the period of such leave of absence. This Option may not, however, be exercised by the Optionee while on a leave of absence from active employment with the Company or a Subsidiary, unless such exercise is expressly approved in writing by the Board; and (i) If the Optionee ceases to be employed by the Company or a Subsidiary (other than by reason of death, Disability (as defined below) or retirementRetirement (as defined below)), the Option granted hereby, to the extent the Optionee was entitled to exercise it at the date of termination of employment, may be exercised at any time within three months after such termination but not after the date of termination of the Option. Any part of the Option not so exercised shall expire. Notwithstanding the foregoing, if Optionee's employment is terminated for Cause (as defined below), then this Option shall thereupon terminate and thereafter be unexercisable. (ii) If the Optionee retires Retires after reaching age 65, all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, may be exercised at any time within three six months after the Optionee's retirement but not after the date of expiration of the Option. (iii) If the Optionee retires Retires after attaining age 55 but not age 65, the Board, in its sole discretion, may permit all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, to be exercised within three six months after the Optionee's retirement Retirement but not after the date of expiration of the Option. (iv) If the Optionee's employment is terminated by reason of death or Disability, all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, may be exercised at any time within one year after such termination but not after the date of expiration of the option.

Conditions and Limitations on Right to Exercise Option. Notwithstanding the provisions of Sections 3 1(b) and 4 hereof,2: (a) Except as otherwise provided in Section 7(b) hereof6(b), this the Option may not be exercised unless the Optionee is, at the time of exercise, an employee of the Company or a Subsidiary (as defined in the Plan) and has been employed by the Company or a Subsidiary continuously since the Date of GrantAward Date. If the Optionee returns to active employment with the Company or a Subsidiary after having been on an approved leave of absence from the Company or a SubsidiaryCompany, the Optionee shall ________________________ /1/ Add for senior executive grants only. be treated as if continuously employed during the period of such leave of absence. This The Option may not, however, be exercised by the Optionee while on a leave of absence from active employment with the Company or a SubsidiaryCompany, unless such exercise is expressly approved in writing by the Board; andCommittee. (i) If the Optionee ceases to be employed by the Company or a Subsidiary (other than by reason of death, Disability (as defined below) Disability, or retirement), the Option granted herebyOption, to the extent the Optionee was entitled to exercise it at the date of termination of employment, may be exercised at any time within three months 30 days after such termination but not after the date of termination of the Option. Any part of the Option not so exercised shall expire. Notwithstanding the foregoing, if Optionee's employment is terminated for Cause (as defined belowin Section 7), then this the Option shall thereupon immediately terminate and thereafter be unexercisable. (ii) If the Optionee retires after reaching attaining age 65, 65 all or any part of this the Option which that has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, exercised may be exercised at any time within three months after the Optionee's retirement but not after the date of expiration of the Option. (iii) If the Optionee retires after attaining age 55 but not age 65, the BoardCommittee, in its sole discretion, may permit all or any part of this the Option which that has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, exercised to be exercised within three months after the Optionee's retirement but not after the date of expiration of the Option. (iv) If the Optionee's employment is terminated by reason of death or Disability, and Optionee has been continuously employed by the Company for at least six months prior to the date of such termination, all or any part of this the Option which that has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, exercised shall immediately vest and may be exercised at any time within one year 12 months after such termination but not after the date of expiration of the optionOption.

Conditions and Limitations on Right to Exercise Option. Notwithstanding the provisions of Sections 3 and 4 hereof,4: (a) Except as otherwise provided in Section 7(b) hereof), this the Option may not be exercised unless the Optionee is, at the time of exercise, an employee of the Company or a Subsidiary (as defined in the Plan) and has been employed by the Company or a Subsidiary continuously since the Date of Grant. If the Optionee returns to active employment with the Company or a Subsidiary after having been on an approved leave of absence from the Company or a Subsidiary, the Optionee shall ________________________ /1/ Add for senior executive grants only. be treated as if continuously employed during the period of such leave of absence. This The Option may not, however, be exercised by the Optionee while on a leave of absence from active employment with the Company or a Subsidiary, unless such exercise is expressly approved in writing by the Board; and (i) If the Optionee ceases to be employed by the Company or a Subsidiary (other than by reason of death, Disability (as defined below) Disability, or retirement), the Option granted herebyOption, to the extent the Optionee was entitled to exercise it at the date of termination of employment, may be exercised at any time within three months 30 days after such termination but not after the date of termination of the Option. Any part of the Option not so exercised shall expire. Notwithstanding the foregoing, if Optionee's employment is terminated for Cause (as defined below), then this the Option shall thereupon terminate and thereafter be unexercisable. (ii) If the Optionee retires after reaching age 65, all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, may be exercised at any time within three months after the Optionee's retirement but not after the date of expiration of the Option. (iii) If the Optionee retires after attaining age 55 but not age 65, the Board, in its sole discretion, may permit all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, to be exercised within three months after the Optionee's retirement but not after the date of expiration of the Option. (iv) If the Optionee's employment is terminated by reason of death retirement, Disability or Disabilitydeath, all or any part of this the Option which that has vested but not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or notthat is subject to vesting under Section 4(h), may be exercised at any time within one year after such termination but not after the date of expiration of the optionOption.

Conditions and Limitations on Right to Exercise Option. Notwithstanding the provisions of Sections 3 and 4 hereof, (a) Except as otherwise provided in Section 7(b) hereof, this Option may not be exercised unless the Optionee is, at the time of exercise, an employee of the Company or a Subsidiary (as defined in the Plan) and has been employed by the Company or a Subsidiary continuously since the Date of Grant. [If the Optionee returns to active employment with the Company or a Subsidiary after having been on an approved leave of absence from the Company or a Subsidiary, the Optionee shall ________________________ /1/ Add for senior executive grants only. be treated as if continuously employed during the period of such leave of absence. This Option may not, however, be exercised by the Optionee while on a leave of absence from active employment with the Company or a Subsidiary, unless such exercise is expressly approved in writing by the Board; Committee;] and (i) If the Optionee ceases to be employed by the Company or a Subsidiary (other than by reason of death, Disability or total disability (as defined below) or retirementin the Plan), the Option granted hereby, to the extent the Optionee was entitled to exercise it at the date of termination of employment, may be exercised at any time within three months 90 days after such termination but not after the date of termination of the Option. Any part of the Option not so exercised shall expire. [Notwithstanding the foregoing, if Optionee's employment is terminated for Cause (as defined below), then this Option shall thereupon terminate and thereafter be unexercisable.] (ii) If the Optionee retires after reaching age 65, all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, may be exercised at any time within three months after the Optionee's retirement but not after the date of expiration of the Option. (iii) If the Optionee retires after attaining age 55 but not age 65, the Board, in its sole discretion, may permit all or any part of this Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, to be exercised within three months after the Optionee's retirement but not after the date of expiration of the Option. (iv) If the Optionee's employment is terminated by reason of death or Disabilitytotal disability (as defined in the Plan), all or any part of this the Option which has not yet been exercised, whether otherwise eligible for immediate exercise by the terms of this Agreement or not, may be exercised at any time within one year after such termination but not after the date of expiration of the optionOption.