Common use of Effect of Termination of Employment Clause in Contracts

Effect of Termination of Employment. (a) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than termination for cause (as defined in Section 4(b) hereof) or Optionee's death or disability (as such term is defined in Section 4(c) hereof), Optionee shall have the right to exercise the Option at any time within three (3) months after such termination of employment to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of termination; provided, however, that this Option shall not be exercisable after the expiration of the term of the Option if earlier. (b) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company. (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Optionee's death or date of termination of employment for disability by Optionee, personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of Optionee's death, the date of termination of Optionee's employment with the Company, if earlier, or the date of termination of Optionee's employment with the Company for such disability, and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. (a) In the event that Optionee Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than termination for cause (as defined in Section 4(b) hereof) Employee’s gross and willful misconduct or Optionee's death or disability (as such term is defined in Section 4(c) hereof)Employee’s death, Optionee Employee shall have the right to exercise the Option option at any time within three (3) months thirty days after such termination of employment to the extent of the full number of shares Optionee Employee was entitled to purchase under the Option option on the date of termination; provided, however, subject to the condition that this Option no option shall not be exercisable after the expiration of the term of the Option if earlieroption. (b) In the event that Optionee Employee shall cease to be employed by the Company by reason of Employee’s gross and willful misconduct during the course of employment, including but not limited to wrongful appropriation of the Company funds or its subsidiaries, if any, upon termination for causethe commission of a gross misdemeanor or felony, the Option option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Companymisconduct. (c) If Optionee Employee shall die while this Option is still exercisable according to its terms, or if Optionee's employment with in the employ of the Company is terminated because Optionee has or within thirty days after termination of employment for any reason other than gross and willful misconduct or become disabled (within the meaning of Code Section 22(e)(3105(d)(4)) while in the employ of the Company or a subsidiary, if any, and Optionee Employee shall not have fully exercised the Optionoption, such Option option may be exercised at any time within twelve (12) months after Optionee's Employee’s death or date of termination of employment for disability by Optionee, the personal representatives or administrators, or guardians if applicable guardian, of Optionee, as applicable, Employee or by any person or persons to whom the Option option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee Employee was entitled to purchase under the Option option on the date of Optionee's death, the date of disability or termination of Optionee's employment with the Companyemployment, if earlier, or the date of termination of Optionee's employment with the Company for such disability, and subject in all cases to the condition that no Option option shall be exercisable after the expiration of the term of the Optionoption.

Effect of Termination of Employment. (a) In Subject to Section 3(a), upon the event that Optionee shall cease to be employed by termination of Optionee's employment or service with the Company or its subsidiaries, if any, for any Subsidiary under any circumstances (including without limitation by reason other than termination for cause (as defined in Section 4(b) hereof) or Optionee's death or disability (as of the sale of such term is defined in Section 4(c) hereofSubsidiary), Optionee shall have the right to exercise the Option at shall immediately terminate as to any time within three (3) months after such termination Option Shares that have not previously vested as of employment to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of terminationsuch termination (the "Termination Date"). Any portion of the Option that has vested as of the Termination Date shall be exercisable in whole or in part for a period of 90 days following the Termination Date; provided, however, that this in the event of termination by reason of death or Disability, such exercise period shall extend until the date that is six months from the Termination Date; provided, further, that if (i) the Optionee terminates his or her employment with the Company or any Subsidiary to join a competitor of the Company or any Subsidiary or (ii) the Optionee's employment with the Company or any Subsidiary is terminated for Cause, such exercise period shall be limited to a period of ten days following the Termination Date. Upon expiration of such 90-day, six-month or 10-day period, as applicable, any unexercised portion of the Option shall not terminate in full. For purposes of this paragraph 7, "Cause" shall mean (w) the Optionee's conviction of a criminal offense that could reasonably be exercisable expected to have an adverse effect upon the business or reputation of the Company any Subsidiary, (x) an action by Optionee involving personal dishonesty, theft or fraud in connection with Optionee's duties as an officer or employee of the Company or any Subsidiary, (y) Optionee's repeated failure to abide by or follow any lawful direction of the Board, Chief Executive Officer or President of the Company or any Subsidiary or (z) the Optionee's violation of his or her non-disclosure, non-solicitation or non-competition obligations to the Company or any Subsidiary. Notwithstanding anything to the contrary, in no event may any Option be exercised after the expiration of the term of the Option if earlier. (b) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company. (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Optionee's death or date of termination of employment for disability by Optionee, personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of Optionee's death, the date of termination of Optionee's employment with the Company, if earlier, or the date of termination of Optionee's employment with the Company for such disability, and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. (a) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than termination for cause (as defined in Section 4(b) hereof) or Optionee's ’s death or disability (as such term is defined in Section 4(c) hereof), Optionee shall have the right to exercise the Option at any time within three (3) months after such termination of employment to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of termination; provided, however, that this Option shall not be exercisable after the expiration of the term of the Option if earlier. (b) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's ’s employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's ’s property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company. (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's ’s employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Optionee's ’s death or date of termination of employment for disability by Optionee, personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of Optionee's ’s death, the date of termination of Optionee's ’s employment with the Company, if earlier, or the date of termination of Optionee's ’s employment with the Company for such disability, and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. (a) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than termination for cause (as defined in Section 4(b) hereof) or Optionee's ’s death or disability (as such term is defined in Section 4(c) hereof), Optionee shall have the right to exercise the Option at any time within three (3) months after such termination of employment to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of termination; provided, however, that this Option shall not be exercisable after the expiration of the term of the Option if earlier. (b) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's ’s employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company.2 (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's ’s employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Optionee's ’s death or date of termination of employment for disability by Optionee, personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of Optionee's ’s death, the date of termination of Optionee's ’s employment with the Company, if earlier, or the date of termination of Optionee's ’s employment with the Company for such disability, and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. (a) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than termination for cause (as defined in Section 4(b) hereof) or Optionee's ’s death or disability (as such term is defined in Section 4(c) hereof), Optionee shall have the right to exercise the Option at any time within three six (36) months after such termination of employment to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of termination; provided, however, that this Option shall not be exercisable after the expiration of the term of the Option if earlier. (b) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause “cause” shall mean termination have the meaning ascribed to such term in that certain Letter of Employment Agreement, dated October 8, 2002, between the Optionee's employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with Optionee and the Company. (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's ’s employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, if anythis Option is still exercisable according to its terms, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Optionee's ’s death or date of termination of employment for disability by Optionee, personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of Optionee's ’s death, the date of termination of Optionee's ’s employment with the Company, if earlier, or the date of termination of Optionee's ’s employment with the Company for such disability, and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. (ai) In Except as provided in Section 2(b)(ii), 2(b)(iii), 2(b)(iv), 2(b)(v) and 2(d), upon your termination of employment with your Employer for any reason prior to the Scheduled Vesting Date of such Restricted Stock Units, all Restricted Stock Units shall immediately be forfeited (to the extent not previously vested or forfeited as provided herein). For the avoidance of doubt, a transfer of employment to an affiliate of Capital One shall not constitute a termination of employment for purposes of this Section 2(b). (ii) Upon your termination of employment with your Employer as a result of your death or Disability, the Restricted Stock Units shall immediately vest, and the Shares shall be issuable in accordance with this Agreement, upon such termination of employment (to the extent not previously vested or forfeited as provided herein). (iii) Upon your termination of employment with your Employer as a result of Retirement, the Restricted Stock Units shall continue to vest on the Scheduled Vesting Dates (to the extent not previously vested or forfeited as provided herein). Notwithstanding any other provision of this Agreement to the contrary, if your employment with your Employer is terminated as a result of your violation of law or of Company policies or procedures as determined by Capital One, including but not limited to the Capital One Code of Conduct, or if Capital One determines after your termination of employment that your employment could have been terminated as a result of such a violation, such termination is not a Retirement for purposes of the Plan or this Agreement. (iv) Upon your termination of employment by your Employer in a manner that makes you eligible for severance compensation or benefits as set forth below in this Section 2(b)(iv), you will receive continued vesting of the Restricted Stock Units scheduled to vest on each of the Scheduled Vesting Dates as if a termination of employment had not occurred subject to (A) your execution of a separation agreement and/or general release of claims within a period of time as required by Capital One or your Employer (in a form as prescribed by Capital One or your Employer, a “Release”), (B) such Release becoming effective and irrevocable in accordance with its terms and (C) your continued compliance with the terms of such Release through each Scheduled Vesting Date. To the extent a Scheduled Vesting Date occurs prior to the expiration of the period of time Capital One or your Employer provides you to sign the Release, you shall be entitled to vesting of the applicable portion of your Restricted Stock Units on such Scheduled Vesting Date even if you have not yet executed the Release. For avoidance of doubt, such continued vesting shall immediately cease (and any then-unvested Restricted Stock Units shall be immediately forfeited) in the event that Optionee shall cease you violate the terms and conditions of the Release. For purposes of this Section 2(b)(iv), you will be considered to be employed have experienced a termination of employment by your Employer in a manner that makes you eligible for severance compensation or benefits if (X) you are a U.S. associate and you are eligible to receive benefits under any applicable U.S. Capital One severance plan in place at the Company time of your termination of employment, (Y) you are a U.K. associate and experience a termination by mutual agreement or its subsidiariesredundancy, if anyor (Z) you are a Canadian associate and experience an involuntary termination of employment that qualifies for severance payments under local law. (v) Upon your termination of employment by you for Good Reason, for any reason other than termination for cause (as defined in Section 4(b2(d)(iii) hereof) or Optionee's death or disability of this Agreement, the Restricted Stock Units shall continue to vest on the Scheduled Vesting Dates (as such term is defined in Section 4(c) hereof), Optionee shall have the right to exercise the Option at any time within three (3) months after such termination of employment to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of termination; provided, however, that this Option shall not be exercisable after the expiration of the term of the Option if earlierpreviously vested or forfeited as provided herein). (b) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company. (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Optionee's death or date of termination of employment for disability by Optionee, personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of Optionee's death, the date of termination of Optionee's employment with the Company, if earlier, or the date of termination of Optionee's employment with the Company for such disability, and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. (a) In the event that Optionee the Participant shall cease to be employed by the Company or its subsidiaries, if any, a Subsidiary for any reason other than termination for cause Cause or death, or elects to accept Pre-Retirement Leave (as defined “PRL”) in Section 4(b) hereof) or Optionee's death or disability (as such term is defined in Section 4(c) hereof)conjunction with a Company sponsored severance plan, Optionee shall have the right to Participant may exercise the Option at any time within three (3) months after such termination of employment to the extent of (but only to the full extent of) the number of vested shares Optionee the Participant was entitled to purchase under the Option on the date of terminationsuch termination or commencement of PRL, and such exercise may be effected at any time within 90 days after such termination of employment or commencement of PRL (or within six months after such termination of employment or commencement of PRL if such termination or PRL is for any reason following a Change of Control) but not thereafter; provided, however, that this the Option shall may not be exercisable exercised after the expiration of the term of the Option if earlierPeriod. (b) In the event that Optionee the Participant shall cease to be employed by the Company or its subsidiaries, if any, a Subsidiary upon termination for causeCause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause “Cause” shall mean termination of the Optionee's Participant’s employment with the Company or a Subsidiary for the following acts: dishonesty(i) the Participant’s gross incompetence or substantial failure to perform his duties under the Employment Agreement, fraud(ii) misconduct by the Participant that causes or is likely to cause harm to the Company or that causes or is likely to cause harm to the Company’s reputation, as determined by the Company’s Board of Directors in its sole and absolute discretion (such misconduct may include, without limitation, insobriety at the workplace during working hours or the use of illegal drugs), (iii) failure to follow directions of the Company’s Board of Directors that are consistent with the Participant’s duties under the Employment Agreement, (iv) the Participant’s conviction of, or confession entry of a felony pleading of guilty or of a nolo contendere to, any crime involving moral turpitude, destruction or theft the entry of an order duly issued by any federal or state regulatory agency having jurisdiction in the matter permanently prohibiting the Participant from participating in the conduct of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company. (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ affairs of the Company or a subsidiary, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at (v) any time within twelve (12) months after Optionee's death or date of termination of employment for disability by Optionee, personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent breach of the full number Employment Agreement by the Participant that is not remedied within 30 days after receipt of shares Optionee was entitled to purchase under the Option on the date of Optionee's death, the date of termination of Optionee's employment with the Company, if earlier, or the date of termination of Optionee's employment with written notice from the Company for specifying such disability, and subject breach in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Optionreasonable detail.

Effect of Termination of Employment. (a) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than termination for cause (as defined in Section 4(b) hereof) or Optionee's death or disability (as such term is defined in Section 4(c3(c) hereof), Optionee shall have the right to exercise the Option at any time within three (3) months 90 days after such termination of employment to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of termination; provided, however, that this Option shall not be exercisable after the expiration of the term of the Option if earlierOption. (b) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal gross or failure to perform job duties (other than failure resulting from disability), willful misconduct materially injurious to the Company (as reasonably determined by the Company), participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company, including, but not limited to, [Sales-Optionee Agreement, Management-Optionee Agreement and Data Security Agreement], as the same may be amended from time to time. (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) 12 months after Optionee's death or date of termination of employment for disability by Optionee, personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of Optionee's death, the date of termination of Optionee's employment with the Companyemployment, if earlier, or the date of termination of Optionee's employment with the Company for such disability, disability and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. (a) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than termination for cause (as defined in Section 4(b) hereof) or Optionee's death or disability (as such term is defined in Section 4(c) hereof), Optionee shall have the right to exercise the Option at any time within three (3) months after such termination of employment to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of termination; provided, however, that this Option shall not be exercisable after the expiration of the term of the Option if earlier. (b) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company. (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Optionee's death or date of termination of employment for disability by Optionee, or personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of Optionee's death, the date of termination of Optionee's employment with the Company, if earlier, or the date of termination of Optionee's employment with the Company for such disability, and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. (a) In the event that the Optionee shall cease to be employed by the Company Corporation or any of its subsidiaries, if any, Affiliates for any reason other than termination for cause (as defined cause, death, disability, termination within two years following a Change in Section 4(b) hereof) Control, or Optionee's death or disability (as such term is defined in Section 4(c) hereof)retirement after reaching age 55, the Optionee shall have the right to may exercise the Option at any time within three (3) months after such termination of employment employment, but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date and may be exercised only to the extent of the full number of shares the Optionee was entitled to purchase under the Option on the date of such termination; provided, however, that this Option shall not be exercisable after the expiration of the term of the Option if earlier. (b) In the event that the Optionee shall cease to be employed by the Company Corporation or any of its subsidiaries, if any, Affiliates upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's ’s employment with the Company Corporation or any of its Affiliates for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employeeproperty of the Corporation or any of its Affiliates, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the CompanyCorporation or any of its Affiliates, participation in fraud against the CompanyCorporation or any of its Affiliates, entering into competition against the CompanyCorporation or any of its Affiliates, and/or a material breach or threatened material breach of any other agreements with the CompanyCorporation or any of its Affiliates. (c) If In the event the Optionee shall cease to be employed by the Corporation or any of its Affiliates within two years following a Change in Control, the Optionee may exercise the Option at any time after such termination of employment, provided, however, that the Option may not be exercised after the Expiration Date. (d) In the event the Optionee terminates employment due to retirement from the Corporation or any of its Affiliates after reaching age 55, the Option shall remain in full force and effect, and continue to vest in accordance with paragraph 3 hereof. (e) In the event that the Optionee shall cease to be employed by the Corporation or any of its Affiliates as the result of death or disability, or the Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's employment with within three months after the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ termination of the Company or a subsidiaryOptionee’s employment other than for cause, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Optionee's death or date of termination of employment for disability by Optioneethe Optionee or, personal representatives or administrators, or guardians of Optionee, as if applicable, by the Optionee’s personal representative or administrator or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, at any time within a period of one year after the termination of employment of the Optionee, but not after the Expiration Date, to the full extent of the full number of shares Optionee was entitled to purchase under Common Shares covered by the Option on not previously purchased, whether or not such shares had become purchasable by the Optionee at the date of the Optionee's death’s termination of employment. For purposes of this Agreement, an Optionee shall be deemed to have a disability if such Optionee is deemed to be disabled under any long-term disability program then maintained by the Corporation or any of its Affiliates that is applicable to the Optionee; provided, however, that if no such long-term plan is then maintained, the date determination of termination disability shall be in the exclusive and sole discretion of Optionee's employment with the Company, if earlier, or the date of termination of Optionee's employment with the Company for such disability, and subject in all cases to the condition that no Corporation. (f) The Option shall not be exercisable after the expiration affected by any change of the term duties or position of the OptionOptionee (or by a temporary leave of absence approved by the Corporation) so long as the Optionee continues to be an employee of the Corporation or of an Affiliate. (g) Nothing herein contained shall confer on the Optionee any right to continue in the employ of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate the employment of the Optionee at any time.

Effect of Termination of Employment. (a) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than termination for cause (as defined in Section 4(b) hereof) or Optionee's ’s death or disability (as such term is defined in Section 4(c) hereof), Optionee shall have the right to exercise the Option at any time within three (3) months after such termination of employment to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of termination; provided, however, that this Option shall not be exercisable after the expiration of the term of the Option if earlier. (b) In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the Optionee's ’s employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's ’s property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company. (c) If Optionee shall die while this Option is still exercisable according to its terms, or if Optionee's ’s employment with the Company is terminated because Optionee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, if any, and Optionee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Optionee's ’s death or date of termination of employment for disability by Optionee, or personal representatives or administrators, or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee was entitled to purchase under the Option on the date of Optionee's ’s death, the date of termination of Optionee's ’s employment with the Company, if earlier, or the date of termination of Optionee's ’s employment with the Company for such disability, and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. (a) In the event that Optionee Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than termination for cause (as defined in Section 4(b) hereof) or OptioneeEmployee's death or disability (as such term is defined provided in paragraph (b) and (c) of this Section 4(c) hereof6, respectively), Optionee Employee shall have the right to exercise the Option at any time within three (3) months 30 days after such termination of employment to the extent of the full number of shares Optionee Employee was entitled to purchase under the Option on the date of termination; provided, however, subject to the condition that this Option shall not be exercisable after the expiration of the term of the Option if earlierits term. (b) In the event that Optionee Employee shall cease to be employed by the Company or its subsidiaries, if any, upon termination for cause, the Option shall be terminated as of the date of the act giving rise to such termination. Termination for cause shall mean termination of the OptioneeEmployee's employment with the Company for the following acts: dishonesty, fraud, conviction or confession of a felony or of a crime involving moral turpitude, destruction or theft of the Company's property, physical attack on a fellow employee, willful malfeasance or gross negligence, refusal or failure to perform job duties (other than failure resulting from disability), misconduct materially injurious to the Company, participation in fraud against the Company, entering into competition against the Company, and/or a material breach or threatened material breach of any agreements with the Company. (c) If Optionee Employee shall die while this Option is still exercisable according to its terms, or if Optionee's employment with the Company is terminated because Optionee Employee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ employment of the Company or a subsidiary, if any, and Optionee Employee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) 6 months after OptioneeEmployee's death or date of termination of employment for disability by OptioneeEmployee, personal representatives or administrators, or guardians of OptioneeEmployee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Optionee Employee was entitled to purchase under the Option on the date of Optionee's death, the date of termination of Optionee's employment with the Companyemployment, if earlier, or the date of termination of Optionee's employment with the Company for such disability, disability and subject in all cases to the condition that no Option shall be exercisable after the expiration of the term of the Option.