Common use of Death, or Disability or Retirement Clause in Contracts

Death, or Disability or Retirement. If Employee’s employment terminates due to his or her death, Disability or Retirement (defined as termination by the Employee of the Employee’s employment relationship with the Company after 10 years of employment with the Company and attaining the age of 60), an Option granted hereunder (unless previously terminated) may be exercised as follows: (i) in the case of Employee’s death, in full for the aggregate number of Option Shares covered thereby by the legatee or legatees of such Option under the Employee’s last will, or by the personal representatives or distributees of the Employee, at any time within a period of one year after the Employee’s death, but in no event after the expiration of such Option set forth in Section 2(c); (ii) in the case of Disability, in full for the aggregate number of Option Shares covered thereby by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself or herself, at any time within a period of one year after the Employee’s termination date, but in no event after the expiration of such Option set forth in Section 2(c) herein; and (iii) in the case of Retirement, for so long as the Employee does not become employed by a “competitor” of the Company subsequent to such retirement, the Option shall continue to vest pursuant to the Vesting Schedule set forth on Schedule I hereto, but in no event after the expiration of the Option set forth in Section 2(c) herein. A determination as to whether the Employee has become employed by a “competitor,” and the definition of “competitor,” shall be made by the Committee in its sole discretion. In the event Employee becomes employed by a “competitor,” then the Option can be exercised within 90 days of the date such employment occurs for the number of Option Shares for which such Option shall have vested on such date. If an ISO is exercised more than three months after the Employee’s retirement and the Employee has not died or incurred a Disability, such Option will be converted to a non-statutory option.

Death, or Disability or Retirement. If Employee’s employment terminates due to his or her death, Disability or Retirement (defined as termination by the Employee of the Employee’s employment relationship with the Company after 10 years of employment with the Company and attaining the age of 60), an Option granted hereunder (unless previously terminated) may be exercised as follows: (i) in the case of Employee’s death, in full for the aggregate number of Option Shares covered thereby by the legatee or legatees of such Option under the Employee’s last will, or by the personal representatives or distributees of the Employee, at any time within a period of one year after the Employee’s death, but in no event after the expiration of such Option set forth in Section 2(c); (ii) in the case of Disability, in full for the aggregate number of Option Shares covered thereby by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself or herself, at any time within a period of one year after the Employee’s termination date, but in no event after the expiration of such Option set forth in Section 2(c) herein; and (iii) in the case of Retirement, for so long as the Employee does not become employed by a “competitor” of the Company subsequent to such retirement, the Option shall continue to vest and become exercisable pursuant to the Vesting Schedule set forth on Schedule I hereto, but in no event shall the Option be exercisable after the expiration of the Option set forth in Section 2(c) herein. A determination as to whether the Employee has become employed by a “competitor,” and the definition of “competitor,” shall be made by the Committee in its sole discretion. In the event Employee becomes employed by a “competitor,” then the Option can be exercised within 90 days of the date such employment occurs for the number of Option Shares for which such Option shall have vested on such date, but in no event shall the Option be exercisable after the expiration of the Option set forth in Section 2(c) herein. If an ISO is exercised more than three months after the Employee’s retirement Retirement and the Employee has not died or incurred a Disability, such Option will be converted to a non-statutory option.

Death, or Disability or Retirement. If Employee’s employment terminates due Employee shall die or be subject to his Disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)) while employed by the Company and its Subsidiaries or her death, Disability or Retirement choose to Retire (defined as termination by the Employee of the Employee’s employment relationship with the Company or any of its subsidiaries after 10 years of employment with the Company and attaining the age of 60), an Option the Forfeiture Restrictions of the Restricted Shares granted hereunder (unless previously terminatedterminated pursuant to paragraph (c) may be exercised as followsof this Section 3) will lapse pursuant to the following: (i) in the case of Employee’s death, in full for the aggregate number of Option Shares covered thereby death or Disability while employed by the legatee Company and its Subsidiaries or legatees of such Option under the Employee’s last will, or by the personal representatives or distributees of the Employee, at any time within a period of one year after the Employee’s death, but in no event after the expiration of such Option set forth in Section 2(c); Employee chooses to Retire (ii) in the case of Disability, in full for the aggregate number of Option Shares covered thereby by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself or herself, at any time within a period of one year after the Employee’s termination date, but in no event after the expiration of such Option set forth in Section 2(c) herein; and (iii) in the case of Retirement, for so long as the Employee does not become employed by a “competitor” of the Company subsequent to such retirementCompany), the Option Forfeiture Restrictions will lapse for all of the Restricted Shares; and (ii) in the case Employee chooses to Retire, for so long as Employee does not become employed by a “competitor” of the Company, the Forfeiture Restrictions shall continue to vest lapse pursuant to the Vesting Schedule set forth on Schedule I hereto, but in no event after the expiration paragraph (d) of the Option set forth in this Section 2(c) herein3. A determination as to whether the Employee has become employed by a “competitor,” and the definition of “competitor,” shall be made by the Committee Committee, in its sole discretion. In the event Employee becomes employed by a “competitor,” then Employee’s continuous, eligible service to the Option can Company will be exercised within 90 days of deemed to terminate on the date such employment occurs for the number of Option Shares for which such Option shall have vested on such date. If an ISO Employee is exercised more than three months after the Employee’s retirement employed by a “competitor” and the Employee has not died or incurred a Disability, such Option will be converted provisions of Paragraph (d) of this Section 3 shall apply to a non-statutory optiondetermine whether any Forfeiture Restrictions have lapsed.

Death, or Disability or Retirement. If Employee’s employment terminates due the Employee shall die, be subject to his or her death, Disability or Retirement (as defined as termination in Section 22(e)(3) of the Code) while employed by the Employee Company or a subsidiary or retire (as such term is used in any of the Employee’s employment relationship with the Company after 10 years of employment with the Company and attaining the age of 60Company's pension plans), an the Option granted hereunder (unless previously terminatedterminated pursuant to paragraph (b) of this Section 4 below) may be exercised as follows: (i) in the case of Employee’s death, in full for the aggregate number of Option Shares shares covered thereby by the legatee or legatees of such Option under the Employee’s 's last will, or by the personal representatives or distributees of the Employee, at any time within a period of one year after the Employee’s 's death, but in no event after the expiration of such Option set forth in Section 2(c); (ii) in the case of DisabilityDisability while employed by the Company or a subsidiary, in full for the aggregate number of Option Shares shares covered thereby by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself or herself, at any time within a period of one year after the Employee’s termination dateEmployee ceases to be an employee of the Company or one of its subsidiaries, but in no event after the expiration of such Option set forth in Section 2(c) herein; and (iii) in the case of Retirementretirement, for so long as the Employee does not become employed by a “competitor” number of the Company subsequent to shares for which such retirement, the Option shall continue to vest pursuant to the Vesting Schedule set forth have vested as provided on Schedule I heretohereto as of the date of such retirement by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself or herself, at any time, but in no event after the expiration of the Option set forth in Section 2(c) herein. A determination as to whether the Employee has become employed by a “competitor,” and the definition of “competitor,” shall be made by the Committee in its sole discretion. In the event Employee becomes employed by a “competitor,” then the Option can be exercised within 90 days of the date such employment occurs for the number of Option Shares for which such Option shall have vested on such date. If an ISO is exercised more than three months after the Employee’s retirement and the Employee has not died or incurred a Disability, such Option will be converted to a non-statutory option.

Death, or Disability or Retirement. If Employee’s employment terminates due the Employee shall die, be subject to his or her death, Disability or Retirement (as defined as termination in Section 22(e)(3) of the Code) while employed by the Employee Company or a subsidiary or retire (as such term is used in any of the Employee’s employment relationship with the Company after 10 years of employment with the Company and attaining the age of 60Company's pension plans), an Option granted hereunder (unless previously terminatedterminated pursuant to paragraphs (b) or (c) below) may be exercised as follows: (i) in the case of Employee’s death, in full for the aggregate number of Option Shares shares covered thereby by the legatee or legatees of such Option under the Employee’s 's last will, or by the personal representatives or distributees of the Employee, at any time within a period of one year after the Employee’s 's death, but in no event after the expiration of such Option set forth in Section 2(c); (ii) in the case of DisabilityDisability while employed by the Company or a subsidiary, in full for the aggregate number of Option Shares shares covered thereby by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself or herself, at any time within a period of one year after the Employee’s termination dateEmployee ceases to be an employee of the Company or one of its subsidiaries, but in no event after the expiration of such Option set forth in Section 2(c) herein; and (iii) in the case of Retirementretirement, for (a) the number of shares for which such Option shall have vested as provided on Schedule I hereto as of the date of such retirement, and (b) so long as the Employee does not become employed by a “"competitor” " of the Company subsequent to such retirement, such additional number of shares which shall thereafter become vested subsequent to the Option shall continue to vest date of such retirement pursuant to the Vesting Schedule set forth on Schedule I hereto; by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself or herself, at any time within a period of five years after the date of such retirement, but in no event after the expiration of the Option set forth in Section 2(c) herein. A determination as to whether the Employee has become employed by a “"competitor,” " and the definition of “"competitor,” " shall be made by the Compensation Committee of the Company (the "Committee"), in its sole discretion. In the event Employee becomes employed by a “competitor,” then the Option can be exercised within 90 days of the date such employment occurs for the number of Option Shares for which such Option shall have vested on such date. If an ISO is exercised more than three months after the Employee’s 's retirement and the Employee has not died or incurred a Disability, such Option will be converted to a non-statutory option.

Death, or Disability or Retirement. If Employee’s employment terminates due the Employee shall die, be subject to his or her death, Disability or Retirement (as defined as termination in Section 22(e)(3) of the Code) while employed by the Employee Company or a subsidiary, retire (as such term is used in any of the Employee’s Company?s employee benefit plans), or if his employment relationship with is terminated other than by reason of his retirement and other than pursuant to Section 7A, 7B, 7C or 7E of the Company after 10 years of employment with the Company and attaining the age of 60)Employment Agreement, an Option granted hereunder (unless previously terminatedterminated pursuant to paragraphs (b) or (c) below) may be exercised as follows: (i) in the case of Employee’s death, in full for the aggregate number of shares for which such Option Shares covered thereby shall have vested as provided on Schedule I hereto on the date of Employee?s death by the legatee or legatees of such Option under the Employee’s Employee?s last will, or by the personal representatives or distributees of the Employee, at any time within a period of one year after the Employee’s Employee?s death, but in no event after the expiration of such Option set forth in Section 2(c)) herein; (ii) in the case of DisabilityDisability while employed by the Company or a subsidiary, in full for the aggregate number of shares for which such Option Shares covered thereby shall have vested as provided on Schedule I hereto on the date of Disability by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself, at any time within a period of one year after the Employee ceases to be an employee of the Company or one of its subsidiaries, but in no event after the expiration of such Option set forth in Section 2(c) herein; (iii) in the case of retirement, for the number of shares for which such Option shall have vested as provided on Schedule I hereto as of the date of such retirement so long as the Employee does not become employed by a ?competitor? of the Company subsequent to such retirement, by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself or herself, at any time within a period of one year after the Employee’s termination datedate of such retirement, but in no event after the expiration of such the Option set forth in Section 2(c) herein; and (iiiiv) in the case of Retirementtermination of employment other than by reason of his retirement and other than pursuant to Section 7A, 7B, 7C or 7E of the Employment Agreement, for so long as the Employee does not become employed by a “competitor” number of the Company subsequent to shares for which such retirement, the Option shall continue to vest pursuant to the Vesting Schedule set forth have been vested as provided on Schedule I heretohereto on the date of termination, at any time within a period of one year after such date of termination, but in no event after the expiration of the Option set forth in Section 2(c) herein. A determination as to whether the Employee has become employed by a “?competitor,” ? and the definition of “?competitor,” ? shall be made by the Compensation Committee (the ?Committee?), in its sole discretion. In the event Employee becomes employed by a “competitor,” then the Option can be exercised within 90 days of the date such employment occurs for the number of Option Shares for which such Option shall have vested on such date. If an ISO is exercised more than three months after the Employee’s Employee?s retirement and the Employee has not died or incurred a Disability, such Option will be converted to a non-statutory option.

Death, or Disability or Retirement. If Employee’s employment terminates due the Employee shall die, be subject to his or her death, Disability or Retirement (as defined as termination in Section 22(e)(3) of the Code) while employed by the Employee Company or a subsidiary or retire (as such term is used in any of the Employee’s employment relationship with the Company after 10 years of employment with the Company and attaining the age of 60Company's pension plans), an Option granted hereunder (unless previously terminatedterminated pursuant to paragraphs (b), (c) or (d) below) may be exercised as follows: (i) in the case of Employee’s death, in full for the aggregate number of Option Shares shares covered thereby by the legatee or legatees of such Option under the Employee’s 's last will, or by the personal representatives or distributees distributes of the Employee, at any time within a period of one year after the Employee’s 's death, but in no event after the expiration of such Option set forth in Section 2(c); (ii) in the case of DisabilityDisability while employed by the Company or a subsidiary, in full for the aggregate number of Option Shares shares covered thereby by the Employee or by the personal representatives of the Employee if the Employee is unable to act for himself or herself, at any time within a period of one year after the Employee’s termination dateEmployee ceases to be an employee of the Company or one of its subsidiaries, but in no event after the expiration of such Option set forth in Section 2(c) herein; and (iii) in the case of Retirementretirement, for so long the number of shares for which such Option shall have vested as the Employee does not become employed by a “competitor” provided on Schedule I hereto as of the Company subsequent to date of such retirement, by the Option shall continue Employee or by the personal representatives of the Employee if the Employee is unable to vest pursuant to act for himself or herself, at any time within a period of three years after the Vesting Schedule set forth on Schedule I heretodate of such retirement, but in no event after the expiration of the Option set forth in Section 2(c) herein. A determination as to whether the Employee has become employed by a “competitor,” and the definition of “competitor,” shall be made by the Committee in its sole discretion. In the event Employee becomes employed by a “competitor,” then the Option can be exercised within 90 days of the date such employment occurs for the number of Option Shares for which such Option shall have vested on such date. If an ISO is exercised more than three months after the Employee’s 's retirement and the Employee has not died or incurred a Disability, such Option will be converted to a non-statutory option.