Common use of Effect of Termination of Employment or Death Clause in Contracts

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option in accordance with the term for which the Option was granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option shall expire at the sooner to occur of, (i) the expiration of such option in accordance with its original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options equal to such number of shares multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) the number of days on and after the Grant Date and before the first anniversary of the Grant Date. In the event of the death of Employee without Approved Retiree status during the three month period following termination of employment or a leave of absence over twelve months (except a leave of absence approved by the Board or Committee), the Option shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option if the Employee had not died. In the event of the death of Employee while an employee or while an Approved Retiree, the Option (if the waiting period has elapsed) shall be exercisable in its entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option was granted. For purposes of this Agreement, an “Approved Retiree” is any optionee who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options or portions thereof which are exercisable on such date, and any Options or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If In accordance with Section 6.9 of the Plan, if the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options which was otherwise exercisable on such date shall will expire at the earlier of (i) the expiration of this Option in accordance with the term for which the Option was granted, or (ii) three months (one year in the case of termination by reason of Disability the permanent disability of the Employee under the terms of the Plan) from such datethe date on which Employee has been on leave for over twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee, except in the case of an Employee who is an “Approved Retiree” as defined belowin the Plan. If Employee is an Approved Retiree, then the Option shall expire at the sooner to occur of, of (i) the expiration of such option in accordance with its original term, term or (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options equal to such number of shares multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) the number of days on and after the Grant Date and before the first anniversary of the Grant Date. In the event of the death of Employee without Approved Retiree status during the three month period following termination of employment or a leave of absence over twelve months (except a leave of absence approved by the Board or Committee)employment, the Option shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option if the Employee had not died. In the event of the death of Employee while an employee or while an Approved Retiree, the Option (if the waiting period has elapsed) shall be exercisable in its entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option was granted. For purposes of this Agreement, an “Approved Retiree” is any optionee who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options or portions thereof which are exercisable on such date, and any Options or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option Options which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the Options in accordance with the term for which the Option was Options were granted, or (ii) three months from such date (one year or five years in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option shall expire at the sooner to occur of, (i) the expiration of such option in accordance with its original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options equal to such number of shares multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) the number of days on and after the Grant Date and before the first anniversary of the Grant Date). In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option Options shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option Options if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option Options (if the waiting period has elapsed) shall be exercisable in its their entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option was Options were granted. For purposes of this Agreement, an “Approved Retiree” is any optionee who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options or portions thereof which are exercisable on such date, and any Options or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option SARs which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options SARs which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the SARs in accordance with the term for which the Option was SARs were granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option SARs shall expire at the sooner to occur of, of (i) the expiration of such option SARs in accordance with its their original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options SARs granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options SARs equal to such the number of such shares multiplied by the ratio of (a) the number of days between the Grant Award Date and the retirement date inclusive, over (b) the number of days on and after in the Grant Date and before twelve (12) month period following the first anniversary of the Grant Award Date. In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option SARs shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option SARs if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option SARs (if the waiting period has elapsed) shall be exercisable in its their entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option was SARs were granted. For purposes of this Agreement, an “Approved Retiree” is any optionee SAR holder who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee SAR holder has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options SARs or portions thereof which are exercisable on such date, and any Options SARs or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options SARs or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option SARs which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options SARs which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the SARs in accordance with the term for which the Option was SARs were granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option SARs shall expire at the sooner to occur of, of (i) the expiration of such option SARs in accordance with its their original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options SARs granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options SARs equal to such the number of such shares multiplied by the ratio of (a) the number of days between the Grant Award Date and the retirement date inclusive, over (b) the number of days on and after in the Grant Date and before twelve (12) month period following the first anniversary of the Grant Award Date. In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option SARs shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option SAR if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option SAR (if the waiting period has elapsed) shall be exercisable in its entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option SAR was granted. For purposes of this Agreement, an “Approved Retiree” is any optionee SAR holder who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee SAR holder has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options SARs or portions thereof which are exercisable on such date, and any Options SARs or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options SARs or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option Options which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the Options in accordance with the term for which the Option was Options were granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option Options shall expire at the sooner to occur of, (i) the expiration of such option Options in accordance with its their original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options equal to such number of shares multiplied by the ratio of (a) the number of days between the Grant Award Date and the retirement date inclusive, over (b) the number of days on and after in the Grant Date and before twelve (12) month period following the first anniversary of the Grant Award Date. In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option Options shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option Options if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option Options (if the waiting period has elapsed) shall be exercisable in its their entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option was Options were granted. For purposes of this Agreement, an “Approved Retiree” is any optionee who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options or portions thereof which are exercisable on such date, and any Options or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option SARs which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options SARs which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the SARs in accordance with the term for which the Option was SARs were granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option SARs shall expire at the sooner to occur of, of (i) the expiration of such option SARs in accordance with its their original term, or (ii) the expiration of five years from the date of retirement. Notwithstanding the preceding sentence, or (iii) if an Approved Retiree retires before <DATE>, the Approved Retiree’s SARs granted hereunder shall expire immediately with respect to Options granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options equal to such number of shares such MI Shares granted under this Agreement multiplied by the ratio of (a) the number of days between after the Grant Date and the Approved Retiree’s retirement date inclusiveand before <DATE>, over (b) the number of days on and after the Grant Date and before the first anniversary of the Grant Date<DATE>. In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option SARs shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option SAR if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option SAR (if the waiting period has elapsed) shall be exercisable in its entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option SAR was granted. For purposes of this Agreement, an “Approved Retiree” is any optionee SAR holder who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee SAR holder has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options SARs or portions thereof which are exercisable on such date, and any Options SARs or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options SARs or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option Options which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the Options in accordance with the term for which the Option was Options were granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option Options shall expire at the sooner to occur of, of (i) the expiration of such option Options in accordance with its their original term, or (ii) the expiration of five years from the date of retirement. Notwithstanding the preceding sentence, or (iii) if an Approved Retiree retires before <DATE>, the Approved Retiree’s Options granted hereunder shall expire immediately with respect to Options granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options equal to such number of shares MI Shares granted under this Agreement multiplied by the ratio of (a) the number of days between after the Grant Date and the Approved Retiree’s retirement date inclusiveand before <DATE>, over (b) the number of days on and after the Grant Date and before the first anniversary of the Grant Date<DATE>. In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option Options shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option Options if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option Options (if the waiting period has elapsed) shall be exercisable in its their entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option was Options were granted. For purposes of this Agreement, an “Approved Retiree” is any optionee who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options or portions thereof which are exercisable on such date, and any Options or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option SARs which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options SARs which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the SARs in accordance with the term for which the Option was SARs were granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except date (or five years in the case of an Employee who is an “"Approved Retiree” " as defined below. If Employee is an Approved Retiree, then the Option shall expire at the sooner to occur of, (i) the expiration of such option in accordance with its original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options equal to such number of shares multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) the number of days on and after the Grant Date and before the first anniversary of the Grant Date. In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option SARs shall be exercisable by the Employee’s 's personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option SAR if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option SAR (if the waiting period has elapsed) shall be exercisable in its entirety by the Employee’s 's personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option SAR was granted. For purposes of this Agreement, an “Approved Retiree” is any optionee SAR holder who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee SAR holder has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options SARs or portions thereof which are exercisable on such date, and any Options SARs or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options SARs or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option SAR which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options SARs which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option SAR in accordance with the term for which the Option SAR was granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “"Approved Retiree” " as defined below. If Employee is an Approved Retiree, then the Option SAR shall expire at the sooner to occur of, of (i) the expiration of such option SAR in accordance with its original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options SARs granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options SARs equal to such the number of such shares multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) the number of days on and after the Grant Date and before the first anniversary of the Grant Date. In the event of the death of Employee without Approved Retiree status during the three month period following termination of employment or a leave of absence over twelve months (except a leave of absence approved by the Board or Committee), the Option SAR shall be exercisable by the Employee’s 's personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option SAR if the Employee had not died. In the event of the death of Employee while an employee or while an Approved Retiree, the Option SAR (if the waiting period has elapsed) shall be exercisable in its entirety by the Employee’s 's personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option SAR was granted. For purposes of this Agreement, an “"Approved Retiree” " is any optionee SAR holder who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee SAR holder has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s 's operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options SARs or portions thereof which are exercisable on such date, and any Options SARs or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options SARs or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option SARs which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options SARs which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the SARs in accordance with the term for which the Option was SARs were granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option SARs shall expire at the sooner to occur of, of (i) the expiration of such option SARs in accordance with its their original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options SARs granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options SARs equal to such the number of such shares multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) the number of days on and after in the Grant Date and before the first anniversary of twelve (12) month period following the Grant Date. In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option SARs shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option SAR if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option SAR (if the waiting period has elapsed) shall be exercisable in its entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option SAR was granted. For purposes of this Agreement, an “Approved Retiree” is any optionee SAR holder who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee SAR holder has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options SARs or portions thereof which are exercisable on such date, and any Options SARs or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options SARs or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option Options which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the Options in accordance with the term for which the Option was Options were granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option Options shall expire at the sooner to occur of, (i) the expiration of such option Options in accordance with its their original term, [or] (ii) the expiration of five years from the date of retirement[, or (iii) with respect to Options granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options equal to such number of shares multiplied by the ratio of (a) the number of days between the Grant Award Date and the retirement date inclusive, over (b) the number of days in the twelve (12) month period following the Award Date]. [Notwithstanding the preceding sentence, if an Approved Retiree retires before <<DATE>>, the Approved Retiree’s Options granted hereunder shall expire immediately with respect to such number of MI Shares granted under this Agreement multiplied by the ratio of (a) the number of days after the Approved Retiree’s retirement date and before <<DATE>>, over (b) the number of days on and after the Grant Date and before the first anniversary of the Grant Date. <<DATE>>.] In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option Options shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option Options if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option Options (if the waiting period has elapsed) shall be exercisable in its their entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option was Options were granted. For purposes of this Agreement, an “Approved Retiree” is any optionee who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options or portions thereof which are exercisable on such date, and any Options or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options or portion thereof which are not exercisable on such date shall be cancelled on such date.

Effect of Termination of Employment or Death. If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the Option Options which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the Options which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this Option the Options in accordance with the term for which the Option was Options were granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Option Options shall expire at the sooner to occur of, (i) the expiration of such option Options in accordance with its their original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to Options granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect to that portion of the Options equal to such number of shares multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) the number of days on and after in the Grant Date and before the first anniversary of twelve (12) month period following the Grant Date. In the event of the death of Employee without Approved Retiree status during the three (3) month period following termination of employment or a leave of absence over twelve (12) months (except a leave of absence approved by the Board or Committee), the Option Options shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option Options if the Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Option Options (if the waiting period has elapsed) shall be exercisable in its their entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option was Options were granted. For purposes of this Agreement, an “Approved Retiree” is any optionee who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options or portions thereof which are exercisable on such date, and any Options or portions thereof which are not exercised within such ninety (90) day period shall expire and any Options or portion thereof which are not exercisable on such date shall be cancelled on such date.