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

Effect of Termination of Employment or Death. If an Optionee: (a) dies while employed by, a Service Provider to, or while a director of, the Company or a Designated Affiliate, any Option held by him or her at the date of death shall become exercisable in whole or in part, but only by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or applicable laws of descent and distribution. Unless otherwise determined by the Board, on the recommendation of the Committee, all such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for 12 months after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner; and (b) ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for cause, no Option held by such Optionee will, unless otherwise determined by the Board, on the recommendation of the Committee, be exercisable following the date on which such Optionee ceases to be so engaged. If an Optionee ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for any reason other than cause then, unless otherwise determined by the Board, on the recommendation of the Committee, any Option held by such Optionee at the effective date thereof shall become exercisable for a period of up to 12 months thereafter or prior to the expiration of the Option Period in respect thereof, whichever is sooner.

Effect of Termination of Employment or Death. If an Optionee: (a) dies while employed by, by a Service Provider to, or while a director of, the Company or a Designated Affiliate, any Option held by him or her at the date of death shall become exercisable in whole or in part, but only by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or applicable laws of descent and distribution. Unless otherwise determined by the Board, on the recommendation of the Committee, all such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for 12 months after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner; and (b) ceases to be employed by, by a Service Provider to, or act as a director of, the Company or a Designated Affiliate for cause, no Option held by such Optionee will, unless otherwise determined by the Board, on the recommendation of the Committee, be exercisable following the date on which such Optionee ceases to be so engaged. If an Optionee ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for any reason other than cause then, unless otherwise determined by the Board, on the recommendation of the Committee, any Option held by such Optionee at the effective date thereof shall become exercisable for a period of up to 12 months thereafter or prior to the expiration of the Option Period in respect thereof, whichever is sooner.

Effect of Termination of Employment or Death. (A) If an Optionee: (a) dies while employed by, a Service Provider to, or while OPTIONEE's status as a director of, or as an employee of the Company terminates for any reason, other than his retirement, death or a Designated Affiliatedisability, any Option held by him or her at before the date of death expiration of any OPTIONS held by such OPTIONEE, such OPTIONS shall become exercisable in whole or in partnull and void on the date of such termination. An OPTIONEE who terminates employment with the COMPANY, but only retains his status as a Director is not considered terminated for purposes of this Section 6. The date of such termination shall be the date the OPTIONEE ceases to be both a director and an employee of the Company. (B) If an OPTIONEE dies before the expiration of any OPTIONS held by the OPTIONEE, such OPTIONS shall terminate on the earlier of (i) the date of expiration of the OPTIONS or (ii) one year following the date of the OPTIONEE's death. The executor or administrator or personal representative of the estate of a deceased OPTIONEE, or the person or persons to whom the Optionee's rights under the Option an OPTION granted hereunder shall pass have been validly transferred by the Optionee's will executor or applicable laws of descent and distribution. Unless otherwise determined by the Board, on administrator or the recommendation personal representative of the CommitteeOPTIONEE's estate, all such Options shall be exercisable only have the right to exercise the OPTIONEE's OPTIONS. To the extent that such OPTIONS would otherwise by exercisable under the Optionee was entitled to terms of the Plan and the OPTIONEE's Stock Option Agreement, such exercise the Option may occur at the date of his or her death and only for 12 months after the date of death or any time prior to the termination date specified in this paragraph. (C) If an OPTIONEE becomes totally disabled before the expiration of the Option Period in respect thereof, whichever is sooner; and (b) ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for cause, no Option OPTIONS held by the Optionee, such Optionee will, unless otherwise determined by the Board, OPTIONS shall terminate on the recommendation earlier of (i) the date of expiration of the Committee, be exercisable OPTIONS Or (ii) one year following the date on which such Optionee ceases to be so engaged. If an Optionee ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for any reason other than cause then, unless otherwise determined by the Board, on the recommendation of the Committee, any Option held by such Optionee at the effective date thereof shall become exercisable for a period OPTIONEE's termination of up service due to 12 months thereafter or prior to the expiration of the Option Period in respect thereof, whichever is soonerdisability.

Effect of Termination of Employment or Death. (A) If an Optionee: (a) dies while employed by, a Service Provider to, or while OPTIONEE's status as a director of, or as an employee of the Company terminates for any reason, other than his retirement, death or a Designated Affiliatedisability, any Option held by him or her at before the date of death expiration of any OPTIONS held by such OPTIONEE, such OPTIONS shall become exercisable in whole or in partnull and void on the date of such termination. An OPTIONEE who terminates employment with the COMPANY, but only retains his status as a Director is not considered terminated for purposes of this Section 6. The date of such termination shall be the date the OPTIONEE ceases to be both a director and an employee of the Company. (B) If an OPTIONEE dies before the expiration of any OPTIONS held by the OPTIONEE, such OPTIONS shall terminate on the earlier of (i) the date of expiration of the OPTIONS or (ii) one year following the date of the OPTIONEE's death. The executor or administrator or personal representative of the estate of a deceased OPTIONEE, or the person or persons to whom the Optionee's rights under the Option an OPTION granted hereunder shall pass have been validly transferred by the Optionee's will executor or applicable laws of descent and distribution. Unless otherwise determined by the Board, on administrator or the recommendation personal representative of the CommitteeOPTIONEE's estate, all such Options shall be exercisable only have the right to exercise the OPTIONEE's OPTIONS. To the extent that such OPTIONS would otherwise by exercisable under the Optionee was entitled to terms of the Plan and the OPTIONEE's Stock Option Agreement, such exercise the Option may occur at the date of his or her death and only for 12 months after the date of death or any time prior to the termination date specified in this paragraph. (C) If an OPTIONEE becomes totally disabled before the expiration of the Option Period in respect thereof, whichever is sooner; and (b) ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for cause, no Option OPTIONS held by the Optionee, such Optionee will, unless otherwise determined by the Board, OPTIONS shall terminate on the recommendation earlier of (i) the date of expiration of the Committee, be exercisable OPTIONS or (ii) one year following the date on which such Optionee ceases to be so engaged. If an Optionee ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for any reason other than cause then, unless otherwise determined by the Board, on the recommendation of the Committee, any Option held by such Optionee at the effective date thereof shall become exercisable for a period OPTIONEE's termination of up service due to 12 months thereafter or prior to the expiration of the Option Period in respect thereof, whichever is soonerdisability.