Common use of Early Termination of Options Clause in Contracts

Early Termination of Options. The Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries is terminated other than (i) by the Company or a Subsidiary for Cause or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which began on the date of termination of the Grantee’s employment. (b) If the Grantee dies while employed by the Company or a Subsidiary, or prior to the expiration of a period of time following termination of the Grantee’s employment during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which began on the date of termination of the Grantee’s employment. (d) If the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employment. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on such date of termination of the Grantee’s employment. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term.

Early Termination of Options. The Subject to any longer period of exercisability specified in Schedule I hereto, the Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated or, if the Grantee is a non-employee director of the Company, if the Grantee’s service to the Company as such is terminated, in each case other than (i) by the Company or a such Subsidiary for Cause Cause, or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which that began on the date of termination of the Grantee’s employment, or, in the case of a non-employee director of the Company, at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of termination of the Grantee’s service as a non-employee director of the Company. (b) If the Grantee dies while employed by the Company or a SubsidiarySubsidiary or while serving as a non-employee director of the Company, as applicable, or prior to the expiration of a period of time following termination of the Grantee’s employment or service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability, or, if the Grantee is a non-employee director of the Company, if the Grantee’s service to the Company as such is terminated by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employmentemployment or service. (d) If the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated by the Company or such Subsidiary for Cause, or, if the Grantee is a Subsidiary non-employee director of the Company, if the Grantee’s service to the Company as such is terminated by the Company for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employmentemployment or service. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment or service as provided aboveabove or on Schedule I, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on effective as of such date of termination of the Grantee’s employmentemployment or service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term. Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Termination of Options. The Subject to any longer period of exercisability specified in Schedule I hereto, the Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated or, if the Grantee is a non-employee director of the Company, if the Grantee’s service to the Company as such is terminated, in each case other than (i) by the Company or a such Subsidiary for Cause Cause, or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which that began on the date of termination of the Grantee’s employmentemployment or, in the case of a non-employee director of the Company, at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of termination of the Grantee’s service as a non-employee director of the Company. (b) If the Grantee dies while employed by the Company or a SubsidiarySubsidiary or while serving as a non-employee director of the Company, as applicable, or prior to the expiration of a period of time following termination of the Grantee’s employment or service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability, or, if the Grantee is a non-employee director of the Company, if the Grantee’s service to the Company as such is terminated by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employmentemployment or service. (d) If the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated by the Company or such Subsidiary for Cause, or, if the Grantee is a Subsidiary non-employee director of the Company, if the Grantee’s service to the Company as such is terminated by the Company for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employmentemployment or service. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment or service as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on such date of termination of the Grantee’s employmentemployment or service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term. Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Termination of Options. The Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s 's employment with the Company and its Subsidiaries or a Subsidiary is terminated other than (i) by the Company or a such Subsidiary (whether for Cause or without Cause) or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day 90‑day period which that began on the date of termination of the Grantee’s 's employment. (b) If the Grantee dies while employed by the Company or a Subsidiary, or prior to the expiration of a period of time following termination of the Grantee’s 's employment during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s 's death. If the Grantee dies prior to the expiration of a period of time following termination of the Grantee's employment during which the Options remain exercisable as provided in Section 7(d), the Options will terminate at the Close of Business on the first Business Day following the later of the expiration of (i) the one-year period that began on the date of the Grantee's death or (ii) the Special Termination Period (as defined in Section 7(d)). (c) Subject to Section 7(b), if the Grantee’s 's employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s 's employment. (d) If Subject to Section 7(b), if the Grantee’s 's employment with the Company and its Subsidiaries or a Subsidiary is terminated by the Company or such Subsidiary without Cause, the Options will terminate at the Close of Business on the first Business Day following the expiration of the Special Termination Period. The Special Termination Period is the period of time beginning on the date of the Grantee's termination of employment and continuing for the number of days that is equal to the sum of (i) 90, plus (ii) 180 multiplied by the Grantee's total Years of Continuous Service. A Year of Continuous Service means a consecutive 12-month period, measured by the Grantee's hire date (as reflected in the payroll records of the Company or a Subsidiary) and the anniversaries of that date, during which the Grantee is employed by the Company or a Subsidiary without interruption. For purposes of determining the Grantee's Years of Continuous Service, the Grantee's employment with the Company's former parent, AT&T Broadband LLC, formerly known as Tele-Communications, Inc. (“TCI”), and any predecessor of the Company or TCI will be included, provided that the Grantee's hire date with the Company or a Subsidiary occurred within 30 days following the Grantee's termination of employment with TCI or such predecessor. If the Grantee was employed by a Subsidiary at the time of such Subsidiary's acquisition by the Company, the Grantee's employment with the Subsidiary prior to the acquisition date will be included in determining the Grantee's Years of Continuous Service unless the Committee, in its sole discretion, determines that such prior employment will be excluded. (e) If the Grantee's employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary for Cause, then the Options will terminate immediately upon such termination of the Grantee’s 's employment. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s 's employment as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on such date of termination of the Grantee’s 's employment. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term.

Early Termination of Options. The Subject to any longer period of exercisability specified in Schedule I hereto, the Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated or, if the Grantee is a Nonemployee Director, if the Grantee’s service to the Company as such is terminated, in each case other than (i) by the Company or a such Subsidiary for Cause Cause, or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which that began on the date of termination of the Grantee’s employmentemployment or, in the case of a Nonemployee Director, at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of termination of the Grantee’s service as a Nonemployee Director. (b) If the Grantee dies while employed by the Company or a SubsidiarySubsidiary or while serving as a Nonemployee Director, as applicable, or prior to the expiration of a period of time following termination of the Grantee’s employment or service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability, or, if the Grantee is a Nonemployee Director, if the Grantee’s service to the Company as such is terminated by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employmentemployment or service. (d) If the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated by the Company or such Subsidiary for Cause, or, if the Grantee is a Subsidiary Nonemployee Director, if the Grantee’s service to the Company as such is terminated by the Company for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employmentemployment or service. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment or service as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on effective as of such date of termination of the Grantee’s employmentemployment or service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term. Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Termination of Options. The Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries 's service as a Nonemployee Director is terminated other than (i) by the Company or a Subsidiary for Cause or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90one-day year period which that began on the date of termination of the Grantee’s employment's service. (b) If the Grantee dies while employed by the Company or serving as a Subsidiary, Nonemployee Director or prior to the expiration of a period of time following termination of the Grantee’s employment 's service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s 's death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries 's service as a Nonemployee Director terminates by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employment's service. (d) If the Grantee’s employment with the Company and its Subsidiaries 's service as a Nonemployee Director is terminated by the Company or a Subsidiary for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employment. 's service In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment 's service as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on such date of termination of the Grantee’s employment's service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term.

Early Termination of Options. The Subject to any longer period of exercisability specified in Schedule I hereto, the Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with with, or service to, the Company and its Subsidiaries or a Subsidiary (including service as a Nonemployee Director) is terminated terminated, in each case other than (i) by the Company or a such Subsidiary for Cause Cause, or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which that began on the date of termination of the Grantee’s employment, or, in the case of a Nonemployee Director, at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of termination of the Grantee’s service as a Nonemployee Director. (b) If the Grantee dies while employed by by, or providing services to, the Company or a SubsidiarySubsidiary (including service as a Nonemployee Director), or prior to the expiration of a period of time following termination of the Grantee’s employment or service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with with, or service to, the Company and its Subsidiaries or a Subsidiary (including service as a Nonemployee Director) terminates by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employmentemployment or service. (d) If the Grantee’s employment with with, or service to, the Company and its Subsidiaries or a Subsidiary (including service as a Nonemployee Director) is terminated by the Company or a such Subsidiary for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employmentemployment or service. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment or service as provided aboveabove or on Schedule I, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on effective as of such date of termination of the Grantee’s employmentemployment or service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term. Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Termination of Options. The Subject to any longer period of exercisability specified in Schedule I hereto, the Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated or, if the Grantee is a non-employee director of the Company, if the Grantee’s service to the Company as such is terminated, in each case other than (i) by the Company or a such Subsidiary for Cause Cause, or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which that began on the date of termination of the Grantee’s employmentemployment or, in the case of a non-employee director of the Company, at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of termination of the Grantee’s service as a non-employee director of the Company. (b) If the Grantee dies while employed by the Company or a SubsidiarySubsidiary or while serving as a non-employee director of the Company, as applicable, or prior to the expiration of a period of time following termination of the Grantee’s employment or service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability, or, if the Grantee is a non-employee director of the Company, if the Grantee’s service to the Company as such is terminated by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employmentemployment or service. (d) If the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated by the Company or such Subsidiary for Cause, or, if the Grantee is a Subsidiary non-employee director of the Company, if the Grantee’s service to the Company as such is terminated by the Company for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employmentemployment or service. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment or service as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on such date of termination of the Grantee’s employmentemployment or service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term.this

Early Termination of Options. The Subject to any longer period of exercisability specified in Schedule I hereto, the Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with with, or service to, the Company and its Subsidiaries or a Subsidiary (including service as a Nonemployee Director) is terminated terminated, in each case other than (i) by the Company or a such Subsidiary for Cause Cause, or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which that began on the date of termination of the Grantee’s employment., or, in the case of a Nonemployee Director, at the Close of Business on the first Business (b) If the Grantee dies while employed by by, or providing services to, the Company or a SubsidiarySubsidiary (including service as a Nonemployee Director), or prior to the expiration of a period of time following termination of the Grantee’s employment or service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with with, or service to, the Company and its Subsidiaries or a Subsidiary (including service as a Nonemployee Director) terminates by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employmentemployment or service. (d) If the Grantee’s employment with with, or service to, the Company and its Subsidiaries or a Subsidiary (including service as a Nonemployee Director) is terminated by the Company or a such Subsidiary for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employmentemployment or service. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment or service as provided aboveabove or on Schedule I, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on effective as of such date of termination of the Grantee’s employmentemployment or service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term. Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Termination of Options. The Subject to any longer period of exercisability specified in Schedule I hereto, the Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated or, if the Grantee is a Nonemployee Director, if the Grantee’s service to the Company as such is terminated, in each case other than (i) by the Company or a such Subsidiary for Cause Cause, or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which that began on the date of termination of the Grantee’s employment, or, in the case of a Nonemployee Director, at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of termination of the Grantee’s service as a Nonemployee Director. (b) If the Grantee dies while employed by the Company or a SubsidiarySubsidiary or while serving as a Nonemployee Director, as applicable, or prior to the expiration of a period of time following termination of the Grantee’s employment or service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability, or, if the Grantee is a Nonemployee Director, if the Grantee’s service to the Company as such is terminated by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employmentemployment or service. (d) If the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated by the Company or such Subsidiary for Cause, or, if the Grantee is a Subsidiary Nonemployee Director, if the Grantee’s service to the Company as such is terminated by the Company for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employmentemployment or service. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment or service as provided aboveabove or on Schedule I, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on effective as of such date of termination of the Grantee’s employmentemployment or service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term. Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Termination of Options. The Subject to any longer period of exercisability specified on Schedule I hereto, or hereafter established by the Plan Administrator, the Options will terminate, prior to the expiration of the Term, at the time times and under the circumstances specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated or, if the Grantee is a Nonemployee Director of the Company, if the Grantee’s service to the Company as such is terminated, in each case other than (i) by the Company or a such Subsidiary for Cause or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which that began on the date of termination of the Grantee’s employment, or, in the case of a Nonemployee Director of the Company, at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of termination of the Grantee’s service as a Nonemployee Director of the Company. (b) If the Grantee dies while employed by the Company or a SubsidiarySubsidiary or while serving as a Nonemployee Director of the Company, as applicable, or prior to the expiration of a period of time following termination of the Grantee’s employment or service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability, or, if the Grantee is a Nonemployee Director of the Company, if the Grantee’s service to the Company as such is terminated by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employmentemployment or service. (d) If the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated by the Company or such Subsidiary for Cause or, if the Grantee is a Subsidiary Nonemployee Director of the Company, if the Grantee’s service to the Company as such is terminated for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employmentemployment or service. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment or service as provided aboveabove or on Schedule I, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on effective as of such date of termination of the Grantee’s employmentemployment or service, after giving effect to any acceleration of vesting provided for in the Plan or on Schedule I hereto. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term. Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Termination of Options. The Subject to any longer period of exercisability specified in Schedule I hereto, the Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated other than (i) by the Company or a such Subsidiary for Cause or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which that began on the date of termination of the Grantee’s employment. (b) If the Grantee dies while employed by the Company or a Subsidiary, or prior to the expiration of a period of time following termination of the Grantee’s employment during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the onetwo-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the onetwo-year period which that began on the date of termination of the Grantee’s employment. (d) If the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated by the Company or a such Subsidiary for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employment. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment as provided aboveabove or on Schedule I, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on effective as of such date of termination of the Grantee’s employment. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term. Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or to another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

Early Termination of Options. The Options will terminateNotwithstanding the provisions of subsection 2(a), prior rights to exercise this Option shall terminate in accordance with the expiration of the Term, at the time specified belowfollowing: (a1) Subject All the rights with respect to Section 7(b), if any portion of this Option that has not become exercisable as of the Grantee’s date on which the Optionee's employment with the Company and its Subsidiaries is terminated other than (i) by the Company or a Subsidiary Affiliates terminates for Cause or (ii) by any reason shall terminate as of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period which began on the date of termination of the Grantee’s employment. (b2) If All rights with respect to that portion of this Option that has become exercisable as of the Grantee dies while employed by date on which Optionee's employment with the Company or a SubsidiaryCompany, or prior to its Affiliate, terminates for any reason other than death or cause shall terminate 90 days after the expiration of a period of time following termination of the Grantee’s employment during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s Optionee's employment with the Company and its Subsidiaries terminates by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which began on the date of termination of the Grantee’s employmentterminates. (d3) If All rights with respect to that portion of this Option that has become exercisable as of the Grantee’s date on which the Optionee's employment with the Company and or its Subsidiaries Affiliates terminates due to the Optionee's death shall terminate on the expiration of one year from the date of Optionee's death; (4) All rights with respect to this Option shall terminate as of the date the Optionee's employment is terminated by the Company or a Subsidiary for Cause. In such event, then the Options will terminate immediately upon such in addition to immediate termination of the Grantee’s employment. In any event in Option, the Optionee shall automatically forfeit all Shares for which Options remain exercisable for a period of time following the date of termination Company has not yet delivered the share certificates upon refund by the Company of the Grantee’s employment as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on such date of termination of the Grantee’s employmentOption Price. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed anything herein to the contrary, the Options will Company may withhold delivery of share certificates pending the resolution of any inquiry that could lead to a finding resulting in any event a forfeiture; or (5) All rights with respect to this Option shall terminate upon the expiration as of the Termdate, if any, set by the Board of Directors as an accelerated expiration date pursuant to Section 10 of the Plan. The Board of Directors in its administrative capacity with respect to the Plan, or, if so designated, any committee designated by the Board of Directors to administer the Plan with respect to persons including the Optionee, is referred to in this Option as the "Committee".

Early Termination of Options. The Options will terminate, prior to the expiration of the Term, at the time specified below: (a) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated other than (i) by the Company or a such Subsidiary for Cause or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day 90‑day period which that began on the date of termination of the Grantee’s employment. (b) If the Grantee dies while employed by the Company or a Subsidiary, or prior to the expiration of a period of time following termination of the Grantee’s employment during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of the Grantee’s death. (c) Subject to Section 7(b), if the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which that began on the date of termination of the Grantee’s employment. (d) If the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary is terminated by the Company or a such Subsidiary for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employment. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on such date of termination of the Grantee’s employment. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term.