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

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option and all other rights hereunder, to the extent not exercised, ------ shall terminate and become null and void at such time as the Employee ceases to be employed by either the Corporation or any Subsidiary, except that: (a) if the Employee voluntarily terminates or resigns, the Employee may at any time within a period of three months after such termination exercise the Option to the extent the Option was exercisable at the date of such termination; (b) if the Employee terminates by reason of becoming permanently and totally disabled (within the meaning of Code Section 22(e)(3)), then the Option shall, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment; (c) if the Employee dies prior to a termination of employment, or within three months after a termination of employment under subsection (a) or (b) above, then the Option shall, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of Section 5(g) of the Plan; provided, however, that in no event may the Option be exercised by anyone under this Section 8 or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, such event shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absence.

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option and all -------------------------------------------- other rights hereunder, to the extent not exercised, ------ shall terminate and become null and void at such time as the Employee ceases to be employed by either the Corporation or any Subsidiary, except that: (a) if the Employee voluntarily Employee's employment terminates (other than (i) as a result of death, (ii) after having attained 55 years of age with five (5) years of vesting service under the Great Western Retirement Plan (as in effect as of January 1, 1997) (the "Retirement Plan") (such termination hereinafter referred to as being the result of "Retirement") or resigns(iii) at the request of the Corporation or any Subsidiary as determined by the Administrator in its sole discretion), the Employee may at any time within a period of three months after such termination exercise the Option to the extent the Option was exercisable at the date of such termination; (b) if the Employee's employment terminates as a result of Retirement, the Employee terminates by reason may at any time within a period of becoming permanently and totally disabled two years after such Retirement exercise the Option to the extent the Option was exercisable at the date of such retirement; provided, that, for purposes of the Option, an Employee shall be deemed to have terminated as a result of Retirement if, following the date on which the Employee has attained 55 years of age, during a Potential Change in Control Period or during the two (2)-year period following a Change in Control, such Employee's employment is terminated under the circumstances described in subsection (d) of this Section 6); (c) if the Employee dies while in the employ of the Corporation or any Subsidiary, or within three months after a termination described in subsection (a) of this Section 6 (excluding a termination described in the meaning parenthetical clause thereof), or within two years after termination as a result of Code Retirement as described in subsection (b) of this Section 22(e)(3))6, then the Option shallOption, to the extent not theretofore exercisedthat the Employee was entitled to exercise the Option on the date of his or her death (or such earlier termination), fully vest and may be exercised within a period of one year after the date of death by the Employee's termination from employment;Beneficiary; and (cd) if, during a Potential Change in Control Period (whether or not a Change in Control subsequently occurs), the Employee's employment is terminated by the Corporation or a Subsidiary without cause or by the Employee under circumstances that would entitle such individual to terminate employment and receive severance and other benefits (i) if the Employee dies prior to is a termination member of employmentthe Executive Management Committee, under his or within three months after a termination of her employment under subsection (a) agreement or (bii) aboveif the Employee is not a member of the Executive Management Committee, under the Company's Special Severance Plan (whether or not such Employee is a participant in such Plan), then any portion of the Option shall, to the extent that was not theretofore exercised, then exercisable shall become fully vest and may be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of Section 5(g) of the Planexercisable; provided, however, that in no event may the Option be exercised by anyone under this Section 8 or otherwise after the Expiration Date. If the Employee is employed by an entity which ceases to be a Subsidiary, other than by merger with or liquidation into another Subsidiary, such event shall be deemed for purposes of this Section 8 6 to be a termination of the Employee's employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absence).

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option and all other rights hereunder, to the extent not exercised, ------ shall terminate and become null and void at such time as the Employee ceases to be employed by either the Corporation or any Subsidiary, except that: (a) if If Employee’s Continuous Employment is terminated for any reason other than those specified in (b) or (c) or (d) below, Employee shall immediately forfeit all of the SARs which are unexercisable and, provided that Employee voluntarily terminates continues to meet the requirements related to Non-competition and No Improper Conduct, any SARs which were otherwise exercisable on such date shall expire at the earlier of (i) the expiration of the SARs in accordance with the term for which the SARs were granted, or resigns, the Employee may at any time within a period of (ii) three months after such termination exercise from the Option to date on which Employee’s Continuous Service terminated. (b) In the extent event Employee’s Continuous Employment is terminated on account of Employee’s Retirement (as defined below), and if Employee had otherwise met the Option was exercisable at requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such termination; Retirement, then all the SAR Shares shall continue to become exercisable in accordance with the schedule set forth in Paragraph 5, except that if the Grant Date is less than one year before the date Employee retires then the portion of the SARs equal to the number of SARs granted hereunder multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) if the number of days in the twelve (12) month period following the Grant Date shall immediately be forfeited upon Employee’s termination. Provided that Employee terminates by reason continues to meet the requirements of becoming permanently Non-competition and totally disabled No Improper Conduct, all of the SARs that remain outstanding shall expire at the sooner to occur of (within i) the meaning expiration of Code Section 22(e)(3))such SARs in accordance with their original term, then and (ii) the Option shallexpiration of five years from the date of retirement. For purposes of this Agreement, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment; (c) if the Employee dies prior to a termination of employment, or within three months after a “Retirement” shall mean termination of employment under subsection on account of Disability (a) or (b) above, then the Option shall, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of as defined in Section 5(g) 2.14 of the Plan; provided, however, that in no event may the Option be exercised ) or by anyone under this Section 8 or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, such event shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment retiring with the Corporation specific approval of the Committee on or a Subsidiary is guaranteed either by statute or by contract. Where the period of after such absence exceeds 90 days date on which Employee has attained age 55 and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection completed ten (a) of this Section 8 on the 91st day of such absence.10)

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option If, prior to the date that this option shall first become exercisable, the Optionee's employment with the Company and its subsidiaries shall be terminated, with or without cause, or by the act, death, permanent disability, or retirement of the Optionee, the Optionee's right to exercise this option shall terminate and all other rights hereunderhereunder shall cease. If, on or after the date that this option shall first become exercisable, the Optionee's employment with the Company and its subsidiaries shall be terminated by reason of the Optionee's retirement at or after the normal retirement date, the Optionee shall have the right, within two years after such termination of employment, to exercise this option to the extent not exercised, ------ that it shall terminate have been exercisable and become null and void at such time as unexercised on the Employee ceases to be employed by either the Corporation or any Subsidiary, except that: (a) if the Employee voluntarily terminates or resigns, the Employee may at any time within a period date of three months after such termination of employment, subject to any other limitation on the exercise the Option to the extent the Option was exercisable of this option in effect at the date of exercise. If termination of employment is for any reason other than death, disability or retirement, the Optionee shall have the right, for one year after such termination; (b) if termination of employment, to exercise this option to the Employee terminates by reason extent that it shall have been exercisable and unexercised on the date of becoming permanently such termination of employment, subject to any other limitation on the exercise in effect at the date of exercise. If this option shall have become exercisable during the Optionee's term of employment and totally disabled the Optionee shall die while in the employ of the Company or terminate his employment due to disability (within the meaning of Section 22(e) of the Internal Revenue Code Section 22(e)(3)of 1986), then the Option shallOptionee or the executor or administrator of the estate of the Optionee (as the case may be) or the person or persons to whom the option shall have been transferred by will or the laws of descent and distribution, to shall have the extent not theretofore exercisedright, fully vest and may be exercised within a period of for one year after the Employeedate of the Optionee's termination from employment; (c) if the Employee dies prior to a termination of employmentdeath, or within three months after a the date of his termination of employment under subsection (a) or (b) abovedue to disability, then to exercise the Option shall, option to the extent not theretofore exercised, fully vest that it was exercisable and may be exercised within a period unexercised on the date of one year after the Employee's termination from employment pursuant to the provisions of Section 5(g) of the Plan; provided, however, that in no event may the Option be exercised by anyone under this Section 8 death or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, such event shall be deemed for purposes of this Section 8 to be a termination of employment described (as the case may be), subject to any other limitation on the exercise in subsection (a) in respect effect at the date of Employeeexercise. Absence The transfer of Optionee from work caused by military service one corporation to another among the Company and any of its subsidiaries, or authorized sick a leave of absence with the written consent of the Company, shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absenceAgreement.

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option and all other rights hereunder, Pursuant to the extent not exercisedCommittee's authority under Section 10.2 of the Plan to issue Other Share-Based Awards, ------ the Option shall terminate be subject to a modified version of Section 6.9 of the Plan as set forth herein. If Employee ceases employment by reason of death or disability (in accordance with the terms of the Employment Agreement), the Option will become fully vested and become null be exercisable by the Employee or his personal representative until the earlier of (i) the expiration of the Option in accordance with the term for which it was granted or (ii) one year from the date of death or termination of employment by reason of disability. If Employee voluntarily resigns, is involuntarily terminated for cause (in accordance with the terms of the Employment Agreement) or 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), the unvested portion of the Option shall be forfeited and void the vested portion shall be exercisable until the earlier of (i) the expiration of the Option in accordance with the term for which it was granted or (ii) three months from the effective date of the resignation or anniversary of the first day of the leave of absence. If Employee is involuntarily terminated other than for cause (in accordance with the terms of the Employment Agreement), Section 5(b) of this Agreement shall cease to apply, Section 5(a) of this Agreement shall continue to apply and the Option shall expire on December 31, 2007; provided, however, that, if earlier, the Option shall expire at such time as Employee fails to comply with Section 7(a) of the Employee ceases to be employed by either Employment Agreement. If Employee's employment with the Corporation Company and its Subsidiaries is terminated at the end of the Term of the Employment Agreement without renewal or any Subsidiary, except that: (a) if replacement thereof or an offer for continued employment being made for the Employee voluntarily terminates or resignssame position with ExecuStay, the Employee may at any time within a period termination shall be treated as an involuntary termination other than for cause for purposes of three months after such termination exercise the Option to the extent the Option was exercisable at the date of such termination; (b) if the this Agreement. If Employee terminates by reason of becoming permanently employment with the Company and totally disabled its Subsidiaries as an Approved Retiree (within as defined in the meaning of Code Section 22(e)(3)Plan), then the Option shall, shall expire at the sooner to occur of (i) the extent not theretofore exercised, fully vest and may be exercised within a expiration of such option in accordance with its original term or (ii) the expiration of five years from the date of retirement. In the event of the death of Employee without Approved Retiree status during the three month period of one year after the Employee's termination from employment; (c) if the Employee dies prior to a following termination of employment, or within three months after a termination of employment under subsection (a) or (b) above, then the Option shallshall 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 theretofore exerciseddied. In the event of the death of Employee while an Approved Retiree, fully vest and may the Option shall be exercised within a period exercisable in its entirety by the Employee's personal representatives, heirs or legatees at any time prior to the expiration of one year after from the date of the death of the Employee's termination from employment pursuant to the provisions of Section 5(g) of the Plan; provided, however, that but in no event may after the term for which the Option be exercised by anyone under this Section 8 or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, such event shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absencewas granted.

Effect of Termination of Employment or Death. For purposes of this Section 6, “Cause,” “Good Reason,” “Disability” and “Change in Subsidiary ------------------------------------------------------------------ Statusof Control” shall have the same meanings that those terms have under Optionee’s employment agreement with the Company dated August 5, 2003 (the “Employment Agreement”). The If the Optionee ceases to be employed by the Company (including for any parent or any subsidiary) other than a termination by the Company without Cause or a termination by Optionee with Good Reason, the Option and all other rights hereunder, to the extent not exercised, ------ shall and benefits under this Agreement terminate and become null and void at such time as the Employee ceases to be employed by either the Corporation or any Subsidiary, except that: (a) that if the Employee voluntarily terminates or resignstermination was not a termination for Cause, the Employee may Optionee may, at any time within a the applicable period below after the date of three months after such termination (“Severance Date”), exercise the Option to the extent the Option was exercisable at on the date of such termination; Severance Date and does not otherwise expire or terminate: • Termination by the Company or a subsidiary (b) if the Employee terminates by reason of becoming permanently and totally disabled (within the meaning of Code Section 22(e)(3)other than a Termination for Cause), then the Option shallvoluntary resignation without Good Reason, to the extent not theretofore exercised, fully vest and may be exercised within which includes a retirement (in either case other than in anticipation of or in connection with a Termination for Cause) — a period of one year after three (3) months. • Disability or death of the Employee's Optionee — a period of twelve (12) months. In case of a termination from employment; (c) if for Cause or a voluntary resignation in anticipation of or in connection with a termination for Cause, the Employee dies Option shall terminate immediately, in its entirety with respect to all shares, whether vested or unvested, that remain unexercised at the time of termination. In the case of a termination by the Company without Cause or a termination by the Optionee with Good Reason prior to a termination Change of employmentControl or more than one year following a Change of Control, the vesting of the Option shall accelerate on the Severance Date to the extent, but only to the extent, that the Option would have become vested if the Optionee had continued to be employed by the Company for an additional eighteen (18) months, and the Option shall continue to be exercisable until the earlier of the Expiration Date or within three months after the one-year anniversary of the Severance Date. In the case of a termination by the Company without Cause or a termination by the Optionee with Good Reason within one year following a Change of employment under subsection (a) or (b) aboveControl, then the Option shall, to the extent not theretofore exercised, fully vest and may shall be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of Section 5(ghundred percent (100%) vested as of the Plan; provided, however, that in no event may Severance Date and remain exercisable until the Option be exercised by anyone under this Section 8 or otherwise after earlier of the Expiration Date or the one-year anniversary of the Severance Date. If Employee is employed by an entity which ceases to be a Subsidiary, such event shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absence.

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option and all other rights hereunder, to the extent not exercised, ------ shall terminate and become null and void at such time as the Employee ceases to be employed by either the Corporation or any Subsidiary, except that: (a) if the Employee voluntarily Employee's employment terminates (other than (i) as a result of death or resignsof Retirement (as such term is defined in the Great Western Retirement Plan, as from time to time in effect) or (ii) at the request of the Corporation or any Subsidiary as determined by the Administrator in its sole discretion), the Employee may at any time within a period of three months after such termination exercise the Option to the extent the Option was exercisable at the date of such termination; (b) if the Employee's employment terminates as a result of Retirement, the Employee terminates by reason may at any time within a period of becoming permanently and totally disabled two years after such Retirement exercise the Option to the extent the Option was exercisable at the date of such Retirement; and (c) if the Employee dies while in the employ of the Corporation or any Subsidiary, or within three months after a termination described in subsection (a) of this Section 6 (excluding a termination described in the meaning parenthetical clause thereof), or within two years after termination as a result of Code Retirement as described in subsection (b) of this Section 22(e)(3))6, then the Option shallOption, to the extent not theretofore exercisedthat the Employee was entitled to exercise the Option on the date of his or her death (or such earlier termination), fully vest and may be exercised within a period of one year after the Employee's termination from employment; (c) if the Employee dies prior to a termination date of employment, or within three months after a termination of employment under subsection (a) or (b) above, then the Option shall, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after death by the Employee's termination from employment pursuant to the provisions of Section 5(g) of the PlanBeneficiary; provided, however, that in no event may the Option be exercised by anyone under this Section 8 or otherwise after the Expiration Date. If the Employee is employed by an entity which ceases to be a Subsidiary, other than by merger with or liquidation into another Subsidiary, such event shall be deemed for purposes of this Section 8 6 to be a termination of the Employee's employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absence).

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option and all other rights hereunder, to the extent not exercised, ------ shall terminate and become null and void at such time as the Employee ceases to be employed by either the Corporation or any Subsidiary, except that: (a) if If Employee’s Continuous Employment is terminated for any reason other than those specified in (b) or (c) below, Employee shall immediately forfeit all of the SARs which are unexercisable and, provided that Employee voluntarily terminates continues to meet the requirements related to Non-competition and No Improper Conduct, any SARs which were otherwise exercisable on such date shall expire at the earlier of (i) the expiration of the SARs in accordance with the term for which the SARs were granted, or resigns, the Employee may at any time within a period of (ii) three months after such termination exercise from the Option to date on which Employee’s Continuous Service terminated. (b) In the extent event Employee’s Continuous Employment is terminated on account of Employee’s Retirement (as defined below), and if Employee had otherwise met the Option was exercisable at requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such termination; Retirement, then all the SAR Shares shall continue to become exercisable in accordance with the schedule set forth in Paragraph 5, except that if the Grant Date is less than one year before the date Employee retires then the portion of the SARs equal to the number of SARs granted hereunder multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) if the number of days in the twelve (12) month period following the Grant Date shall immediately be forfeited upon Employee’s termination. Provided that Employee terminates by reason continues to meet the requirements of becoming permanently Non-competition and totally disabled No Improper Conduct, all of the SARs that remain outstanding shall expire at the sooner to occur of (within i) the meaning expiration of Code Section 22(e)(3))such SARs in accordance with their original term, then and (ii) the Option shallexpiration of five years from the date of retirement. For purposes of this Agreement, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment; (c) if the Employee dies prior to a termination of employment, or within three months after a “Retirement” shall mean termination of employment under subsection on account of Disability (a) or (b) above, then the Option shall, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of as defined in Section 5(g) 2.14 of the Plan; provided, however, that in no event may the Option be exercised ) or by anyone under this Section 8 or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, such event shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment retiring with the Corporation specific approval of the Committee on or a Subsidiary is guaranteed either by statute or by contract. Where the period of after such absence exceeds 90 days date on which Employee has attained age 55 and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection completed ten (a) of this Section 8 on the 91st day of such absence.10)

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option and all other rights hereunder, to If Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the extent not exercised, ------ shall terminate and become null and void at such time as Board of Directors or the Employee Committee) or ceases to be employed an employee of the Company for any reason except death, the portion of the SARs which is unexercisable on the date on which 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 either the Corporation Board or Committee) shall expire on such date and any Subsidiaryunexercised portion of the SARs which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of the SARs in accordance with the term for which the SARs were granted, or (ii) three months from such date (or five years in the case of an "Approved Retiree" as defined below. 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 that: a leave of absence approved by the Board or Committee), the SARs shall be exercisable by Employee's personal representative, heirs or legatees to the same extent and during the same period that Employee could have exercised the SAR if Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the SAR (a) if the Employee voluntarily terminates waiting period has elapsed) shall be exercisable in its entirety by Employee's personal representatives, heirs or resigns, the Employee may legatees at any time within prior to the expiration of one year from the date of the death of Employee, but in no event after the term for which the SAR was granted. For purposes of this Agreement, an “Approved Retiree” is any SAR holder who (i) terminates employment by reason of a period Disability, or (ii) (A) retires from employment with the Company with the specific approval of three months the Committee on or after such termination exercise date on which the Option 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 extent Committee; and if the Option was exercisable at 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 termination; (b) if the Employee terminates by reason of becoming permanently finding within which to exercise any SARs or portions thereof which are exercisable on such date, and totally disabled (within the meaning of Code Section 22(e)(3)), then the Option shall, to the extent any SARs or portions thereof which are not theretofore exercised, fully vest and may be exercised within a such ninety (90) day period of one year after the Employee's termination from employment; (c) if the Employee dies prior to a termination of employment, shall expire and any SARs or within three months after a termination of employment under subsection (a) or (b) above, then the Option shall, to the extent portion thereof which are not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of Section 5(g) of the Plan; provided, however, that in no event may the Option be exercised by anyone under this Section 8 or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, exercisable on such event date shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of cancelled on such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absencedate.

Effect of Termination of Employment or Death. Change In the event a holder of a Right transfers to Ford Motor Company ("Ford") or a Ford Subsidiary (as hereinafter defined) or in Subsidiary ------------------------------------------------------------------ Statusthe event of a holder's retirement, disability or death, such Right shall continue in effect and shall become vested and exercisable during the applicable periods within the remaining term of the Right in accordance with Articles 6 and 8 hereof. The Option term "Ford Subsidiary" when used herein shall mean any corporation a majority of the voting stock of which is owned directly or indirectly by Ford. In the event of a holder's death, the beneficiary designated pursuant to Article 10 hereof, or if no such beneficiary is designated or deemed to be designated or if none survives such holder, the executor or administrator of the estate of the decedent or the person or persons to whom the Right shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent and all distribution, shall have the right to exercise the Right, when vested, in accordance with the provisions of Articles 6 and 8 hereof. In the event of a termination of a holder's employment for reasons other rights hereunderthan disability, death, retirement, transfer to Ford or a Ford Subsidiary, resignation or termination by the Company for cause, such holder's Right shall continue in 22 -8- effect and shall continue to vest and become exercisable to the extent not exercised, ------ shall terminate permitted under Articles 6 and become null and void at such time as 8 hereof during the Employee ceases to be employed by either the Corporation or any Subsidiary, except that: (a) if the Employee voluntarily terminates or resigns, the Employee may at any time within a period of three months after such termination exercise the Option to the extent the Option was exercisable at following the date of such termination; (b) if the Employee terminates by reason of becoming permanently and totally disabled (within the meaning of Code Section 22(e)(3)), then the Option shall, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year but in no event after the Employee's termination from employment; (c) if expiration of the Employee dies prior to term of the Right. In the event of the resignation of employment by a holder or termination of employmenta holder's employment by the Company for cause, the Right shall be forfeited effective as of the date of such resignation or within three months after a termination of employment under subsection (a) or (b) above, then the Option shall, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of Section 5(g) termination. For purposes of the Plan; provided, however, that in no event may the Option be exercised by anyone under this Section 8 or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, such event shall be deemed for purposes of this Section 8 to be a termination by the Company for cause shall include termination resulting from (i) acts of insubordination, (ii) embezzlement, attempted embezzlement, theft of property or attempted theft of property, whether or not a criminal action relating thereto is initiated by the Company, (iii) conviction of a felony or any crime involving moral turpitude, (iv) material breach of any employment agreement or condition of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation Company or a Subsidiary is guaranteed either by statute or by contract. Where the period (v) violation of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) Company policy covering Standards of this Section 8 on the 91st day of such absenceCorporate Conduct.

Effect of Termination of Employment or Death. Change (1) Except as provided in Subsidiary ------------------------------------------------------------------ Status. The paragraphs (f)(2) and (3) of this Article 5, if, prior to the date that any Option or Stock Appreciation Right shall first have become exercisable, the Participant’s employment with the Company shall be terminated by the Company, with or without cause, or by the act, death, incapacity or retirement of the Participant, the Participant’s right to exercise such Option or Stock Appreciation Right shall terminate on the date of such termination of employment and all other rights hereunderthereunder shall cease. (2) Notwithstanding the provisions of paragraph (f)(1) of this Article 5, if the Participant’s employment with the Company shall be terminated by reason of retirement, release because of disability or death, and the Participant had remained in the employ of the Company for at least six months following the date of any Stock Option Agreement under the Plan between such Participant and the Company, and subject to the provisions of Article 8, all such Participant’s rights under such Stock Option Agreement shall continue in effect or continue to accrue for the period ending on the date ten years from the date of grant of any Option (or such shorter period as the Committee may specify), subject, in the event of the Participant’s death prior to such date, to the extent not exercisedprovisions of paragraph (f)(6) of this Article 5 and subject to any other limitation on the exercise of such rights in effect at the date of exercise. (3) Notwithstanding any other provision of the Plan to the contrary, ------ if a Participant’s employment with the Company shall terminate be terminated at any time by reason of a sale or other disposition (including, without limitation, a transfer to a Joint Venture) of the division, operation or subsidiary in which such Participant was employed or to which such Participant was assigned, all such Participant’s rights under any Option and become null any related Stock Appreciation Right granted to him or her shall continue in effect and void at continue to accrue until the date five years after the date of such time termination or such earlier or later date as the Employee ceases to be employed by either Committee may specify (but not later than the Corporation or date ten years from the date of grant of any SubsidiaryOption), except thatprovided such Participant shall satisfy both of the following conditions: (a) if the Employee voluntarily terminates or resignssuch Participant, the Employee may at any time within a period of three months after such termination exercise the Option to the extent the Option was exercisable at the date of such termination; , had remained in the employ of the Company for at least three months following the grant of such Option and Stock Appreciation Right, and (b) if such Participant continues to be or becomes employed in such division, operation or subsidiary following such sale or other disposition and remains in such employ until the Employee terminates date of exercise of such Option or Stock Appreciation Right (unless the Committee, or any committee appointed by reason of becoming permanently and totally disabled it for the purpose, shall waive this condition (within the meaning of Code Section 22(e)(3b)), then the Option shall, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment; (c) if the Employee dies prior to a termination of employment, or within three months after a termination of employment under subsection (a) or (b) above, then the Option shall, to the extent not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of Section 5(g) of the Plan; provided, however, that in no event may the Option be exercised by anyone under this Section 8 or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, such event shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absence.

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option and all other rights hereunder, to If Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the extent not exercised, ------ shall terminate and become null and void at such time as Board of Directors or the Employee Committee) or ceases to be employed an employee of the Company for any reason except death, the portion of the Options which is unexercisable on the date on which 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 either the Corporation Board or Committee) shall expire on such date and any Subsidiaryunexercised portion of the Options which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of the Options in accordance with the term for which the Options were granted, or (ii) three months from such date (or five years in the case of an “Approved Retiree” as defined below). 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 that: a leave of absence approved by the Board or Committee), the Options shall be exercisable by Employee’s personal representative, heirs or legatees to the same extent and during the same period that Employee could have exercised the Options if Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Options (a) if the Employee voluntarily terminates waiting period has elapsed) shall be exercisable in their entirety by Employee’s personal representatives, heirs or resigns, the Employee may legatees at any time within prior to the expiration of one year from the date of the death of Employee, but in no event after the term for which the Options were granted. For purposes of this Agreement, an “Approved Retiree” is any optionee who (i) terminates employment by reason of a period Disability, or (ii) (A) retires from employment with the Company with the specific approval of three months the Committee on or after such termination exercise date on which the Option 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 extent Committee; and if the Option was exercisable at 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 termination; (b) if the Employee terminates by reason of becoming permanently finding within which to exercise any Options or portions thereof which are exercisable on such date, and totally disabled (within the meaning of Code Section 22(e)(3)), then the Option shall, to the extent any Options or portions thereof which are not theretofore exercised, fully vest and may be exercised within a such ninety (90) day period of one year after the Employee's termination from employment; (c) if the Employee dies prior to a termination of employment, shall expire and any Options or within three months after a termination of employment under subsection (a) or (b) above, then the Option shall, to the extent portion thereof which are not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of Section 5(g) of the Plan; provided, however, that in no event may the Option be exercised by anyone under this Section 8 or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, exercisable on such event date shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of cancelled on such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absencedate.

Effect of Termination of Employment or Death. Change in Subsidiary ------------------------------------------------------------------ Status. The Option and all other rights hereunder, to If Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the extent not exercised, ------ shall terminate and become null and void at such time as Board of Directors or the Employee Committee) or ceases to be employed an employee of the Company for any reason except death, the portion of the Options which is unexercisable on the date on which 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 either the Corporation Board or Committee) shall expire on such date and any Subsidiaryunexercised portion of the Options which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of the Options in accordance with the term for which the Options were granted, or (ii) three months from such date, except that: in the case of an Employee who is an “Approved Retiree” as defined below. If Employee is an Approved Retiree, then the Options shall expire at the sooner to occur of (i) the expiration of such Options in accordance with their original term, or (ii) the expiration of five years from the date of retirement. 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 <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 Options shall be exercisable by Employee’s personal representative, heirs or legatees to the same extent and during the same period that Employee could have exercised the Options if Employee had not died. In the event of the death of Employee while an employee of the Company or while an Approved Retiree, the Options (if the Employee voluntarily terminates waiting period has elapsed) shall be exercisable in their entirety by Employee’s personal representatives, heirs or resigns, the Employee may legatees at any time within prior to the expiration of one year from the date of the death of Employee, but in no event after the term for which the Options were granted. For purposes of this Agreement, an “Approved Retiree” is any optionee who (i) terminates employment by reason of a period Disability, or (ii) (A) retires from employment with the Company with the specific approval of three months the Committee on or after such termination exercise date on which the Option 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 extent Committee; and if the Option was exercisable at 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 termination; (b) if the Employee terminates by reason of becoming permanently finding within which to exercise any Options or portions thereof which are exercisable on such date, and totally disabled (within the meaning of Code Section 22(e)(3)), then the Option shall, to the extent any Options or portions thereof which are not theretofore exercised, fully vest and may be exercised within a such ninety (90) day period of one year after the Employee's termination from employment; (c) if the Employee dies prior to a termination of employment, shall expire and any Options or within three months after a termination of employment under subsection (a) or (b) above, then the Option shall, to the extent portion thereof which are not theretofore exercised, fully vest and may be exercised within a period of one year after the Employee's termination from employment pursuant to the provisions of Section 5(g) of the Plan; provided, however, that in no event may the Option be exercised by anyone under this Section 8 or otherwise after the Expiration Date. If Employee is employed by an entity which ceases to be a Subsidiary, exercisable on such event date shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection (a) in respect of Employee. Absence from work caused by military service or authorized sick leave shall not be considered as a termination of employment for purposes of this Section 8 if the period of cancelled on such absence does not exceed 90 (ninety) days, or if longer, so long as the Employee's right to reemployment with the Corporation or a Subsidiary is guaranteed either by statute or by contract. Where the period of such absence exceeds 90 days and where the individual's right to reemployment is not guaranteed either by statute or by contract, the Employee's employment shall be deemed to have terminated pursuant to subsection (a) of this Section 8 on the 91st day of such absencedate.