Common use of Effect of Termination of Employment Clause in Contracts

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment for any reason other than gross and willful misconduct, disability, retirement or death, Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term of the Option. (b) If the Company or an Affiliate of the Company terminates Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony, the Option shall be terminated as of the date of the misconduct. (c) If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55.

Effect of Termination of Employment. The Option (a) In the event that Employee (i) shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate prior to a Change of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment Control for any reason other than Employee’s gross and willful misconductmisconduct or Employee’s death or Disability, disabilityor (ii) shall Resign after a Change of Control and prior to an Adverse Change, retirement or death, Participant may then Employee shall have the right to exercise the Option at any time within ninety (90) days three months after such termination of employment or Resignation to the extent that of the full number of shares Employee was entitled to purchase under the Option was exercisable by Participant on the date of such terminationtermination or resignation, but not subject to the condition that no Option shall be exercisable after the expiration of the term of the Optionoption. (b) If In the event that Employee’s employment with the Company or an Affiliate of is terminated by the Company terminates Participant’s within two years after a Change of Control, Employee shall have the right to exercise the Option at any time within three months after such termination of employment with respect to the full number of shares subject to this Option. (c) In the event that Employee shall cease to be employed by the Company by reason of Employee’s gross and willful misconduct during the course of employment, including, including but not limited to, to wrongful appropriation of the Company funds or the commission of a gross misdemeanor or felony, the Option option shall be terminated as of the date of the misconduct. (cd) If Participant’s employment is terminated by reason of disability or retirement, Employee shall die while in the restrictions on Participant’s ability to exercise any percentage employ of the Option as set forth Company or within three months after termination of employment for any reason other than gross and willful misconduct or become Disabled while in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end employ of the term of Company and Employee shall not have fully exercised the Optionoption, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option option may be exercised at any time within 12 twelve months after the date of ParticipantEmployee’s death or Disability by the personal representatives or administrators administrators, or if applicable guardian, of Participant Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Employee was entitled to purchase under the option on the date of death, Disability or termination of employment, if earlier, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Optionoption. (d) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55.

Effect of Termination of Employment. The Option A. In the event that Employee shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries for any reason other than his/her gross and willful misconduct, disabilitydeath, retirement (as defined in Section 3(d) below), or deathdisability (as defined in Section 3(d) below), Participant may Employee shall have the right to exercise the Option option at any time within ninety (90) days one month after such termination of employment to the extent that of the Option full number of shares he/she was exercisable by Participant entitled to purchase under the option on the date of such termination, but not subject to the condition that no option shall be exercisable after the expiration of the term of the Optionoption. (b) If B. In the event that Employee shall cease to be employed by the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries by reason of his/her gross and willful misconduct during the course of his/her employment, including, including but not limited to, to wrongful appropriation of Company funds or the commission of a gross misdemeanor or felony, the Option option shall be terminated as of the date of the misconduct. (c) C. If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage Employee shall die while in the employ of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not Company or a subsidiary or within one month after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employmentemployment for any reason other than gross and willful misconduct and shall not have fully exercised the option, but not after the expiration of the term of the Option. If Participant all remaining shares shall die following any become immediately exercisable and such termination, the Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Optionoption. D. If the Employee's termination of employment is due to retirement (d) If Participant either after attaining age 55 with 10 years of service, or attaining age 65, or due to disability within the meaning of the provisions of the Graco Long-Term Disability Plan), all remaining shares shall die while become immediately exercisable and the option may be exercised by the Employee at any time within three years of the employee's retirement, or in the employ event of the Company or an Affiliate death of the CompanyEmployee within the three-year period after retirement, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares he/she was entitled to purchase under the option on the date of death, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55option.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant’s employment or if the Company or an Affiliate of the Company terminates the Participant’s employment for any reason other than gross and willful misconductCause, disabilityDisability, retirement Retirement or death, the Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. (b) If the Company or an Affiliate of the Company terminates the Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felonyfor Cause, the Option shall be terminated as of the date of termination of the misconductParticipant’s employment. (c) If the Participant’s employment is terminated by reason of disability or retirement, Disability the restrictions on the Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If the Participant’s employment is terminated by reason of retirementDisability, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while in the employ Participant’s employment is terminated by reason of the Company or an Affiliate of the Companyretirement, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of Option, as long as such retirement is at least 180 days after the Option as set forth in Section 2(a)Grant Date, shall lapse will not terminate and the Option shall vest will become immediately exercisable in full. The Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after . (e) If the Participant has completed at least ten years of service as an employee shall die while in the employ of the Company and/or or an Affiliate of the Company Company, the restrictions on the Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has attained age 55been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. The Option (a) In the event the Participant shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate for any reason other than Termination for Cause, Retirement, death or Disability, the Participant may exercise the Option to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of such termination of employment, and the exercise of the CompanyOption to that limited extent may be effected at any time within thirty (30) days after the date of such termination of employment but not thereafter; provided, except that:however, that the Option may not be exercised after the Expiration Date. (ab) If In the event the Participant voluntarily terminates Participant’s employment or if shall cease to be employed by the Company or an Affiliate of the Company terminates Participant’s employment upon Termination for any reason other than gross and willful misconduct, disability, retirement or death, Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term of the Option. (b) If the Company or an Affiliate of the Company terminates Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felonyCause, the Option shall be terminated as of the date of the misconductsuch termination. (c) If Except as otherwise provided in Sections 6(b) and 6(d), in the event the Participant shall cease to be employed by the Company or an Affiliate because of Retirement, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the Participant’s employment is terminated by reason of disability or retirementRetirement, and the restrictions on Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant to that limited extent may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option be effected at any time within three (3) years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant’s death Retirement, but not thereafter; provided, however, that the Option may not be exercised after the Expiration Date. If a Participant who has thus retired dies within three (3) years after the date of the Participant’s Retirement and prior to the Expiration Date, the exercise of the Option to the limited extent provided for in the first sentence of this Section 6(c) may be effected by the personal representatives or administrators of Participant Participant’s estate or by any beneficiary designated in a manner established by the Committee Person or person or persons Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable distribution at any time within two (2) years after the expiration date of the term of Participant’s death, but not after the OptionExpiration Date. (d) If In the event the Participant shall die dies or is deemed to suffer a Disability while in the employ of employed by the Company or an Affiliate Affiliate, the Option, to the extent not previously exercised or forfeited, shall be exercisable to the extent of (but only to the extent of) the number of vested shares the Participant was entitled to purchase under the Option on the date of the CompanyParticipant’s death or Disability. In the event of Participant’s death, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth to the limited extent provided for in the first sentence of this Section 2(a), shall lapse and the Option shall vest in full. The Option 6(d) may be exercised at any time within 12 months after effected by the date of Participant’s death by the personal representatives or administrators of Participant estate or by any beneficiary designated in a manner established by the Committee Person or person or persons Persons to whom the Option has been transferred by will or the applicable laws of descent and distributiondistribution at any time within two (2) years after the date of the Participant’s death, subject but not after the Expiration Date. In the event of the Participant’s Disability, the exercise of the Option to the condition that limited extent provided for in the Option shall not be exercisable after the expiration of the term of the Option. For purposes first sentence of this Section 3, “retirement” shall mean 6(d) may be effected by the voluntary or involuntary termination Participant at any time within two (2) years after the date of the Participant’s employment for any reason other than gross and willful misconductDisability, disability or death, but not after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55Expiration Date.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) A. If the Participant voluntarily terminates ParticipantEmployee’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment for any reason other than Employee’s gross and willful misconduct, disabilitydeath, retirement (as defined in Section 3D), or deathdisability (as defined in Section 3D), Participant may Employee shall have the right to exercise that portion of the Option exercisable upon the date of termination of employment at any time within the period beginning on the day after termination of employment and ending at the close of trading on the Exchange ninety (90) days after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term of the Optionlater. (b) B. If the Company or an Affiliate of the Company terminates ParticipantEmployee’s employment terminates by reason of Employee’s gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds Company funds, serious violations of Company policy, breach of fiduciary duty or the commission conviction of a felony, the unexercised portion of the Option shall terminate as of the time of the misconduct. If the Company determines subsequent to the termination of Employee’s employment for whatever reason, that Employee engaged in conduct during employment that would constitute gross misdemeanor or felonyand willful misconduct justifying termination, the Option shall be terminated terminate as of the date time of the such misconduct. (c) If Participant’s employment is terminated by reason of disability or retirement. Furthermore, the restrictions on Participant’s ability to exercise any percentage of if the Option as set forth is exercised in Section 2(a), shall lapse whole or in part and the Option shall vest Company thereafter determines that Employee engaged in full. If Participant’s gross and willful misconduct during employment is terminated by reason of retirement, Participant may exercise the Option which would have justified termination at any time prior to the end date of such exercise, the Option shall be deemed to have terminated as of the term time of the misconduct and the Company may elect to rescind the Option exercise. Gross and willful misconduct shall not include any action or inaction by the Employee contrary to the direction of the Board with respect to any initiative, strategy or action of the Company, which action or inaction the Employee believes is in the best interest of the Company. C. If Employee shall die while employed by the Company or an affiliate and shall not have fully exercised the Option, but not after all shares remaining under the expiration of the term of the OptionOption shall become immediately exercisable. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time Employee shall die within three years ninety (90) days after such a termination of employmentemployment which meets the criteria of Section 3A above, but not after the expiration only those shares vested as of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participanttermination shall be exercisable. The executor or administrator of Employee’s death by the personal representatives estate, or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons person(s) to whom the Option has been was transferred by will or the applicable laws of distribution and descent may exercise such exercisable shares at any time during a period beginning on the day after the date of Employee’s death and distributionending at the close of trading on the Exchange on the tenth anniversary of the Date of Grant. D. If Employee’s termination of employment is due to retirement or disability, subject to the condition that all shares remaining under the Option shall not become immediately exercisable. Employee shall be exercisable deemed to have retired if the termination of employment occurs for reasons other than the Employee’s gross and willful misconduct, death, or disability after Employee (i) has attained age 55 and 10 years of service with the Company or an affiliate, or (ii) has attained age 65. Employee shall be deemed to be disabled if the termination of employment occurs because Employee is unable to work due to an impairment which would qualify as a disability under the Company’s long term disability program. Employee may exercise the shares remaining unexercised at any time during a period beginning on the day after the date of Employee’s termination of employment and ending at the close of trading on the Exchange on the tenth anniversary of the Date of Grant. If Employee should die during the period between the date of Employee’s retirement or disability and the expiration of the term Option, the executor(s) or administrator(s) of the Option. (dEmployee’s estate, or any person(s) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been was transferred by will or the applicable laws of distribution and descent may exercise the unexercised portion of the Option at any time during a period beginning the day after the date of Employee’s death and distributionending at the close of trading on the Exchange on the tenth anniversary of the Date of Grant. Notwithstanding anything to the contrary contained in Section 3, if the Employee’s employment is terminated by retirement (as defined in this Section 3D) and Employee has not given written notice to the Chair of the Management Organization and Compensation Committee of the Board of Directors (the “Committee”), of Employee’s intention to retire not less than six (6) months prior to the date of his retirement, then in such event, for purposes of this Agreement only, said termination of employment shall be deemed to be not a retirement but a termination subject to the condition provisions of Section 3A, provided, however, that in the event that the Option shall not be exercisable after Committee determines that said termination of employment without six (6) months prior written notice is in the expiration best interests of the term Company, such termination shall be deemed to be a retirement and shall be subject to this Section 3D. E. If the Option is exercised by the executors, administrators, legatees, or distributees of the Option. estate of a deceased optionee, the Company shall be under no obligation to issue stock hereunder unless and until the Company is satisfied that the person(s) exercising the Option is the duly appointed legal representative of the deceased optionee’s estate or the proper legatee or distributee thereof. F. For purposes of this Section 3, “retirement” shall mean if the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee last day of the Company and/or an Affiliate relevant period is a day upon which the Exchange is not open for trading or the Common Stock is not trading on that day, the relevant period will expire at the close of trading on such earlier business day on which the Company Exchange is open and has attained age 55the Common Stock is trading.

Effect of Termination of Employment. The Option (a) In the event that Employee shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries for any reason other than his/her gross and willful misconduct, disabilitydeath, retirement (as defined in Section 3(d) below), or deathdisability (as defined in Section 3(d) below), Participant may Employee shall have the right to exercise the Option option at any time within ninety (90) days one month after such termination of employment to the extent that of the Option full number of shares he/she was exercisable by Participant entitled to purchase under the option on the date of such termination, but not subject to the condition that no option shall be exercisable after the expiration of the term of the Optionoption. (b) If In the event that Employee shall cease to be employed by the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries by reason of his/her gross and willful misconduct during the course of his/her employment, including, including but not limited to, to wrongful appropriation of Company funds or the commission of a gross misdemeanor or felony, the Option option shall be terminated as of the date of the misconduct. (c) If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage Employee shall die while in the employ of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not Company or a subsidiary or within one month after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employmentemployment for any reason other than gross and willful misconduct and shall not have fully exercised the option, but not after the expiration of the term of the Option. If Participant all remaining shares shall die following any become immediately exerciseable and such termination, the Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Optionoption. (d) If Participant the Employee's termination of employment is due to retirement (either after attaining age 55 with 10 years of service, or attaining age 65, or due to disability within the meaning of the provisions of the Graco Long-Term Disability Plan), all remaining shares shall die while become immediately exerciseable and the option may be exercised by the Employee at any time within three years of the employee's retirement, or in the employ event of the Company or an Affiliate death of the CompanyEmployee within the three-year period after retirement, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares he/she was entitled to purchase under the option on the date of death, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55option.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or you cease to be an Affiliate employee of the Company terminates Participant’s employment at any time during the option term for any reason other than gross and willful misconductas provided in Subsections (b), disability(c), retirement (d) or death(e) below, Participant may exercise then the Option at any time within ninety (90) days after such termination of employment period for exercising this option will be limited to the extent that the Option was exercisable by Participant on three-month period commencing with the date of such terminationcessation of employee status; provided that, notwithstanding the foregoing, if you cease to be an employee of the Company and immediately thereafter become a consultant to the Company at any time during the option term, then the period for exercising this option will not be limited as aforesaid but will be limited to the three-month period commencing with the date of cessation of consultant status, if during the option term; and provided further, that in no event will this option be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not after be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your cessation of employee or consultant status, as the case may be. Upon the expiration of any such limited period of exercisability or (if earlier) upon the term of the OptionExpiration Date, this option will terminate and cease to be outstanding. (b) If you die and cease by reason thereof to be either an employee of or a consultant to the Company at any time during the option term, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided, however, that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 1 above, provided any such exercise occurs prior to the earlier of (i) the expiration of the twelve-month period following the date of your death or (ii) the specified Expiration Date of the option term. (c) If you become permanently disabled and cease by reason thereof to be either an employee of or a consultant to the Company at any time during the option term, then you will have a period of twelve months (commencing with the date of such cessation of employee or consultant status, as the case may be) during which to exercise this option; provided, however, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at the date of your cessation of employee or consultant status, as the case may be. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve consecutive months or more, unable to perform your usual duties for the Company or its subsidiaries. (d) If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) ("Retirement") and if by reason thereof you cease to be either an Affiliate employee of or consultant to the Company, at any time during the option term, then this option will become fully exercisable as of the Company terminates Participant’s date of Retirement (even if the option was not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had continued in employment by reason of gross or consultancy. On the Expiration Date, the option will terminate and willful misconduct during the course of employment, cease to be outstanding. (e) Should (i) your status as either an employee or a consultant be terminated for cause (including, but not limited to, wrongful appropriation any act of funds dishonesty, willful misconduct, fraud or embezzlement or any unauthorized disclosure or use of confidential information or trade secrets), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the commission of a gross misdemeanor Company or felonyits subsidiaries, the Option shall then in any such event this option will terminate and cease to be terminated as of exercisable immediately upon the date of such termination of employee or consultant status, as the misconductcase may be, or such unauthorized use or disclosure of confidential or secret information or attempt thereat. (cf) If Participant’s employment is terminated by reason For purposes of disability or retirementthis Agreement, the restrictions on Participant’s ability you will be deemed to exercise any percentage be an employee of the Option Company for so long as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while you remain in the employ of the Company or one or more of its subsidiaries, and you will be deemed to be a consultant to the Company for so long as you are actively rendering consulting services on a periodic basis to the Company or one or more of its subsidiaries. A legal entity will be deemed to be a subsidiary of the Company if it is a member of an Affiliate unbroken chain of legal entities beginning with the Company, provided that each such legal entity in the restrictions on Participant’s chain (other than the last legal entity) owns, at the time of determination, shares possessing 50% or his or her heirs’) ability to exercise any percentage more of the Option as set forth total combined voting power of all classes of shares in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration one of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55legal entities in such chain.

Effect of Termination of Employment. The Option (a) In the event that Employee (i) shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate prior to a Change of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment Control for any reason other than Employee’s gross and willful misconduct, disabilityEmployee’s Retirement or Employee’s death or Disability, retirement or death(ii) shall Resign after a Change of Control and prior to an Adverse Change, Participant may then Employee shall have the right to exercise the Option at any time within ninety (90) days three months after such termination of employment or Resignation to the extent that of the full number of shares Employee was entitled to purchase under the Option was exercisable by Participant on the date of such terminationtermination or resignation, but not subject to the condition that no Option shall be exercisable after the expiration of the term of the Optionoption. (b) If In the event that Employee’s employment with the Company or an Affiliate of is terminated by the Company terminates Participant’s within two years after a Change of Control, Employee shall have the right to exercise the Option at any time within three months after such termination of employment with respect to the full number of shares subject to this Option. (c) In the event that Employee shall cease to be employed by the Company by reason of Employee’s gross and willful misconduct during the course of employment, including, including but not limited to, to wrongful appropriation of the Company funds or the commission of a gross misdemeanor or felony, the Option option shall be terminated as of the date of the misconduct. (cd) If Participant’s employment is terminated by reason of disability or retirement, Employee shall die while in the restrictions on Participant’s ability to exercise any percentage employ of the Option as set forth Company or within three months after termination of employment for any reason other than gross and willful misconduct or become Disabled while in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end employ of the term of Company and Employee shall not have fully exercised the Optionoption, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option option may be exercised at any time within 12 twelve months after the date of ParticipantEmployee’s death or Disability by the personal representatives or administrators administrators, or if applicable guardian, of Participant Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Employee was entitled to purchase under the option on the date of death, Disability or termination of employment, if earlier, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Optionoption. (de) If Participant In the event Employee Retires, then Employee shall die while in have the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability right to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after such Retirement and until the term of this Option expires to the extent of the full number of shares Employee was entitled to purchase under the Option on the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55Retirement.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or you cease to be an Affiliate employee of the Company terminates Participant’s employment at any time during the option term for any reason other than gross and willful misconductas provided in Subsections (b), disability(c), retirement (d) or death(e) below, Participant may exercise then the Option at any time within ninety (90) days after such termination of employment period for exercising this option will be limited to the extent that the Option was exercisable by Participant on three-month period commencing with the date of such terminationcessation of employee status; provided that, notwithstanding the foregoing, if you cease to be an employee of the Company and immediately thereafter become a consultant to the Company at any time during the option term, then the period for exercising this option will not be limited as aforesaid but will be limited to the three-month period commencing with the date of cessation of consultant status, if during the option term; and provided further, that in no event will this option be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not after be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your cessation of employee or consultant status, as the case may be. Upon the expiration of any such limited period of exercisability or (if earlier) upon the term of the OptionExpiration Date, this option will terminate and cease to be outstanding. (b) If you die and cease by reason thereof to be either an employee of or a consultant to the Company at any time during the option term, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided, however, that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 1 above, provided any such exercise occurs prior to the earlier of (i) the expiration of the twelve-month period following the date of your death or (ii) the specified Expiration Date of the option term. (c) If you become permanently disabled and cease by reason thereof to be either an employee of or a consultant to the Company at any time during the option term, then you will have a period of twelve months (commencing with the date of such cessation of employee or consultant status, as the case may be) during which to exercise this option; provided, however, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at the date of your cessation of employee or consultant status, as the case may be. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve consecutive months or more, unable to perform your usual duties for the Company or its subsidiaries. (d) If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) ("Retirement") and if by reason thereof you cease to be either an Affiliate employee of or consultant to the Company at any time during the option term, then this option will become fully exercisable as of the Company terminates Participant’s employment by reason date of gross Retirement (even if the option was not fully exercisable prior to Retirement) and willful misconduct during will remain exercisable for a twelve-month period following the course date of employmentRetirement. Upon the expiration of such twelve-month or shorter period or (if earlier) on the Expiration Date, the option will terminate and cease to be outstanding. (e) Should (i) your status as either an employee or a consultant be terminated for cause (including, but not limited to, wrongful appropriation any act of funds dishonesty, willful misconduct, fraud or embezzlement or any unauthorized disclosure or use of confidential information or trade secrets), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the commission of a gross misdemeanor Company or felonyits subsidiaries, the Option shall then in any such event this option will terminate and cease to be terminated as of exercisable immediately upon the date of such termination of employee or consultant status, as the misconductcase may be, or such unauthorized use or disclosure of confidential or secret information or attempt thereat. (cf) If Participant’s employment is terminated by reason For purposes of disability or retirementthis Agreement, the restrictions on Participant’s ability you will be deemed to exercise any percentage be an employee of the Option Company for so long as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while you remain in the employ of the Company or one or more of its subsidiaries, and you will be deemed to be a consultant to the Company for so long as you are actively rendering consulting services on a periodic basis to the Company or one or more of its subsidiaries. A legal entity will be deemed to be a subsidiary of the Company if it is a member of an Affiliate unbroken chain of legal entities beginning with the Company, provided that each such legal entity in the restrictions on Participant’s chain (other than the last legal entity) owns, at the time of determination, shares possessing 50% or his or her heirs’) ability to exercise any percentage more of the Option as set forth total combined voting power of all classes of shares in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration one of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55legal entities in such chain.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant (a) In the event the Optionee ceases to be employed by an employee of the Company or an Affiliate any of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries for any reason other than gross and willful misconduct, disability, retirement or death, Participant may Optionee shall have the right to exercise the Option at any time within ninety (90) days one year after such termination of employment the Employment Termination Date to the extent that of the full number of shares Optionee was entitled to purchase under the Option was exercisable by Participant on the date of such terminationEmployment Termination Date, but not subject to the condition that no Option shall be exercisable after the expiration of the term of the OptionExpiration Date. (b) If Optionee shall die while in the employ of the Company or an Affiliate any of the Company terminates Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds its subsidiaries or the commission of a gross misdemeanor or felony, the Option shall be terminated as of the date of the misconduct. (c) If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not within three months after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disabilityEmployment Termination Date, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the this Option may be exercised at any time within 12 months two years after the date of Participant’s his or her death by the personal representatives executors or administrators of Participant Optionee, or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been is transferred by will or the applicable laws of descent and distribution, subject to the condition that extent of the number of shares Optionee was entitled to purchase under the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by pursuant to the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by vesting schedule set forth on the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent Agreement and distributionSection 2 hereof, subject to the condition that the no Option shall not be exercisable after the expiration Expiration Date. (c) In the event that Optionee's employment with the Company or any of the term of the Option. For purposes its subsidiaries ceases for any reason, no further vesting of this Section 3, “retirement” Option shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, occur after the Participant has completed at least ten years of service as an employee of Employment Termination Date, and this Option shall be exercisable in accordance with this Section 3 following the Company and/or an Affiliate of Employment Termination Date only to the Company extent that it is exercisable on the Employment Termination Date, pursuant to the vesting schedule set forth in the Agreement and has attained age 55Section 2 hereof.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment for any reason other than gross and willful misconduct, disability, retirement or death, Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term of the Option. (b) If the Company or an Affiliate of the Company terminates Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony, the Option shall be terminated as of the date of termination of the misconductParticipant’s employment. (c) If Participant’s employment is terminated by reason of disability (within the meaning of Section 22(e)(3) of the Code) or retirement, the restrictions on Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55. For avoidance of doubt, if Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant’s employment or if the Company or an Affiliate of the Company terminates the Participant’s employment for any reason other than gross and willful misconductCause, disabilityDisability, retirement Retirement or death, the Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. (b) If the Company or an Affiliate of the Company terminates the Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felonyfor Cause, the Option shall be terminated as of the date of termination of the misconductParticipant’s employment. (c) If the Participant’s employment is terminated by reason of disability or retirement, Disability the restrictions on the Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If the Participant’s employment is terminated by reason of retirementDisability, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If the Participant’s employment is terminated by reason of Retirement, the Option, as long as such retirement is at least 180 days after the Grant Date, shall remain outstanding as if the Participant had remained employed through the Measurement Date(s) in Par. 2(a) above. The Participant may exercise the Option at any time after vesting and prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die while in the employ of the Company or an Affiliate of the Companyfollowing any such termination, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirementRetirement” shall mean the voluntary or involuntary termination of the Participant’s employment for any reason other than gross and willful misconductCause, disability Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55, so long as the Participant has at all times that Options are outstanding under this Agreement complied with the terms of any applicable confidentiality, non-disclosure and/or non-competition agreement between the Company and the Participant. In all other cases, any Options shall terminate upon retirement.

Effect of Termination of Employment. The Option A. In the event that Employee shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries for any reason other than his (i) gross and willful misconduct, disability, retirement or (ii) death, Participant may (iii) retirement (as defined in Section 3.D. below), or (iv) disability (as defined in Section 3. D. below), Employee shall have the right to exercise the Option option at any time within ninety three (903) days months after such termination of employment to the extent that of the Option full number of shares he was exercisable by Participant entitled to purchase under the option on the date of such termination, but not subject to the condition that no option shall be exercisable after the expiration of the term of the Optionoption. (b) If B. In the event that Employee shall cease to be employed by the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries by reason of his gross and willful misconduct during the course of his employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony, the Option option granted hereunder shall be terminated as of the date of the misconduct. For purposes of this letter, gross and willful misconduct includes wrongful appropriation of Company funds, serious violation of Company policy, breach of fiduciary duty or conviction of a felony. Gross and willful misconduct shall not include any action or inaction by Mr. Roberts contrary to the direction of the Board with respect to any initiative, strategy or action of the Company, which action or inaction Mr. Roberts belxxxxx xx xx the best interest of the Company. (c) C. If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage Employee shall die while in the employ of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not Company or a subsidiary or within one month after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employmentemployment for any reason other than gross and willful misconduct and shall not have fully exercised the option, but not after the expiration of the term of the Option. If Participant all remaining shares shall die following any become immediately exercisable and such termination, the Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Optionoption. D. If the Employee's termination of employment is due to retirement (d) If Participant shall die while in either after attaining age 55 with 10 years of service, or attaining age 65), or due to disability within the employ meaning of the Company or an Affiliate provisions of the CompanyGraco Long-Term Disability Plan, subject to the condition that no option shall be exercisable after the expiration of the terms of the option, all remaining shares shall become immediately exercisable and the option may be exercised by the Employee at any time within three years of the Employee's retirement, subject to the condition that no option shall be exercisable after the expiration of the term of the option. In the event of the death of the Employee within the three-year period after retirement, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares he was entitled to purchase under the option on the date of death, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55option.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant’s employment or if the Company or an Affiliate of the Company terminates the Participant’s employment for any reason other than gross and willful misconductCause, disabilityDisability, retirement Retirement or death, the Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. (b) If the Company or an Affiliate of the Company terminates the Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felonyfor Cause, the Option shall be terminated as of the date of termination of the misconductParticipant’s employment. (c) If the Participant’s employment is terminated by reason of disability or retirement, Disability the restrictions on the Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in fullfull at target performance level. If the Participant’s employment is terminated by reason of retirementDisability, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If the Participant’s employment is terminated by reason of Retirement, as long as such Retirement is on or after the Measurement Date, any Option Shares that vest and become exercisable under Section 2 will remain outstanding and exercisable until the expiration of the term of the Option. In addition, if the Participant’s employment is terminated by reason of a Retirement prior to the Measurement Date that is consistent with the Company’s succession plan for the Chief Executive Officer of the Company as mutually agreed upon in writing by the Compensation Committee and the Participant, then the Option Shares shall remain outstanding with the opportunity to vest in accordance with Section 2, and any vested Option Shares shall remain exercisable until the expiration of the term of the Option. The Participant may exercise all or any portion of the vested Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die while in the employ of the Company or an Affiliate of the Companyfollowing any Retirement, the restrictions on Participant’s (or his or her heirs’) ability Option, to exercise any percentage of the Option as set forth in Section 2(a)extent vested, shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the later of the date of the Participant’s death or the Measurement Date by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after . (e) If the Participant has completed at least ten years of service as an employee shall die while in the employ of the Company and/or or an Affiliate of the Company Company, the restrictions on the Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. The Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has attained age 55been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. The Option A. In the event that Employee shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries for any reason other than his (i) gross and willful misconduct, disability, retirement or (ii) death, Participant may (iii) retirement (as defined in Section 3. D. below), or (iv) disability (as defined in Section 3. D. below), Employee shall have the right to exercise the Option option at any time within ninety three (903) days months after such termination of employment to the extent that of the Option full number of shares he was exercisable by Participant entitled to purchase under the option on the date of such termination, but not subject to the condition that no option shall be exercisable after the expiration of the term of the Optionoption. (b) If B. In the event that Employee shall cease to be employed by the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries by reason of his gross and willful misconduct during the course of his employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony, the Option option granted hereunder shall be terminated as of the date of the misconduct. For purposes of this letter, gross and willful misconduct includes wrongful appropriation of Company funds, serious violation of Company policy, breach of fiduciary duty or conviction of a felony. Gross and willful misconduct shall not include any action or inaction by Xx. Xxxxxxx contrary to the direction of the Board with respect to any initiative, strategy or action of the Company, which action or inaction Xx. Xxxxxxx believes is in the best interest of the Company. (c) C. If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage Employee shall die while in the employ of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not Company or a subsidiary or within one month after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employmentemployment for any reason other than gross and willful misconduct and shall not have fully exercised the option, but not after the expiration of the term of the Option. If Participant all remaining shares shall die following any become immediately exercisable and such termination, the Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Optionoption. D. If the Employee’s termination of employment is due to retirement (d) If Participant shall die while in either after attaining age 55 with 10 years of service, or attaining age 65), or due to disability within the employ meaning of the Company or an Affiliate provisions of the CompanyGraco Long-Term Disability Plan, subject to the condition that no option shall be exercisable after the expiration of the terms of the option, all remaining shares shall become immediately exercisable and the option may be exercised by the Employee at any time within three years of the Employee’s retirement, subject to the condition that no option shall be exercisable after the expiration of the term of the option. In the event of the death of the Employee within the three-year period after retirement, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares he was entitled to purchase under the option on the date of death, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55option.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment for any reason other than gross and willful misconduct, disability, retirement or death, Participant may exercise the Option at any time within ninety (90) days three months after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term of the Option. (b) If the Company or an Affiliate of the Company terminates Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony, the Option shall be terminated as of the date of the misconduct. (c) If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse lift and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse lift and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55.

Effect of Termination of Employment. (a) The Option shall terminate and may no longer be exercised if Participant Optionee ceases to be employed by the Company or an Affiliate of the Companyany Affiliate, except that: (ai) If the Participant voluntarily terminates ParticipantOptionee’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment shall be terminated for any reason other than gross and willful misconductCause, disability, retirement or death, Participant Disability, Retirement (as defined in Section 3(c)) or Early Retirement (as defined in Section 3(c)), Optionee may exercise the Option at any time within ninety (90) a period of 90 days after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term termination date of the Option, exercise the option to the extent that Option was exercisable by Optionee on the date of the termination of employment. (bii) If the Company or an Affiliate of the Company terminates ParticipantOptionee’s employment shall be terminated by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felonyCause, the Option shall be terminated as of the date of the misconduct. (ciii) If Participant’s Optionee shall die while in the employ of the Company or any Affiliate or within 90 days after termination of employment is terminated by for any reason of disability or retirementother than Cause, the restrictions on Participant’s ability to exercise any percentage of Option will be fully exercisable in whole or in part, notwithstanding the Option as set forth vesting provisions contained in Section 2(a) or Section 2(b), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior up to the end last day of the term three year period commencing on the date of Optionee’s termination of employment (or, if earlier, the termination date of the Option), but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant Optionee or by any beneficiary designated in a manner established by the Committee Person or person or persons Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (div) If Participant Optionee’s employment shall be terminated by reason of Disability, the Optionee may exercise the Option in accordance with the terms as though such termination had never occurred. If Optionee shall die while in the employ following a termination of the Company or an Affiliate employment by reason of the CompanyDisability, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death in accordance with its terms by the personal representatives or administrators of Participant Optionee or by any beneficiary designated in a manner established by the Committee Person or person or persons Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution. (v) If Optionee’s employment shall be terminated by reason of Retirement, the Optionee may exercise the Option in accordance with the terms as though such termination had never occurred, so long as the Optionee has at all times that an Option is outstanding under this Agreement complied with the terms of a properly executed Confidentiality and Nonsolicitation Agreement between U.S. Bank and the Participant. In addition, in order for vesting to continue, for a period of up to two years immediately following Retirement, the Optionee must agree to perform certain services for the Company in good faith for up to 15 hours a month. Those services include consulting with the CEO, consulting with the Directors, meeting with large investors at the request of the CEO and meeting with analysts at the request of the CEO. The Optionee will receive no additional compensation for any such services, but will be reimbursed for all reasonable expenses related to the performance of such services. In all other cases, this Option shall terminate upon Retirement. If Optionee shall die following a termination of employment by reason of Retirement but prior to the termination date of the Option, the Option may be exercised in accordance with its terms by the personal representatives or administrators of Optionee or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution. (vi) If Optionee’s employment shall be terminated by reason of Early Retirement, Optionee may at any time within a three year period after such termination, but not after the termination of the Option, exercise the Option to the extent that it was exercisable by Optionee on the date of the termination of employment so long as the Optionee has at all times that an Option is outstanding under this Agreement complied with the terms of a properly executed Confidentiality and Nonsolicitation Agreement between U.S. Bank and the Participant. In all other cases, this Option shall terminate upon Early Retirement. If Optionee shall die following a termination of employment by reason of Early Retirement but prior to the termination date of the Option, the Option may be exercised in accordance with its terms by the personal representatives or administrators of Optionee or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution. (b) Notwithstanding the provisions contained in Section 3(a), but subject to the condition other terms and conditions of this Agreement, in the event that Optionee’s employment is terminated pursuant to a Qualifying Termination, Optionee shall have the right to exercise the Option in whole or in part at any time within a one year period after such termination of employment; provided that no provision of this paragraph shall not shorten the period in which the Option may be exercised in the event of death, Disability, Retirement or Early Retirement; and, provided further, that no Option shall be exercisable after the expiration of the term of the Option. . (c) For purposes of this Section 3Agreement, (A) “retirementRetirement” shall mean the voluntary or involuntary means termination of Participant’s employment for any reason (other than for gross and willful misconduct, disability ) by a Person who is age 59 1/2 or death, after the Participant older and has completed at least ten 10 or more years of service as an employee of employment with the Company and/or an Affiliate or its Affiliates, (B) “Early Retirement” means termination of employment (other than for gross and willful misconduct) by a Person who is age 55 or older and has 10 or more years of employment with the Company or its Affiliates and has attained age 55(C) “Disability” means leaving active employment and qualifying for and receiving disability benefits under the Company’s long-term disability programs as in effect from time to time.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant’s employment or if the Company or an Affiliate of the Company terminates the Participant’s employment for any reason other than gross and willful misconductCause, disabilityDisability, retirement Retirement or death, the Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. (b) If the Company or an Affiliate of the Company terminates the Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felonyfor Cause, the Option shall be terminated as of the date of termination of the misconductParticipant’s employment. (c) If the Participant’s employment is terminated by reason of disability or retirement, Disability the restrictions on the Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If the Participant’s employment is terminated by reason of retirementDisability, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while in the employ Participant’s employment is terminated by reason of the Company or an Affiliate of the Companyretirement, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of Option, as long as such retirement is at least 180 days after the Option as set forth in Section 2(a)Grant Date, shall lapse will not terminate and the Option shall vest will become immediately exercisable in full. The Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes The Participant may exercise the Option at any time prior to the end of this Section 3the term of the Option, “retirement” but not after the expiration of the term of the Option. If the Participant shall mean die following any such termination, the voluntary or involuntary termination Option may be exercised at any time within 12 months after the date of the Participant’s employment for death by the personal representatives or administrators of the Participant or by any reason other than gross beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and willful misconductdistribution, disability or death, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (e) If the Participant has completed at least ten years of service as an employee shall die while in the employ of the Company and/or or an Affiliate of the Company Company, the restrictions on the Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of the Participant’s death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has attained age 55been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option.

Effect of Termination of Employment. The Option A. In the event that Employee shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries for any reason other than his/her gross and willful misconduct, disabilitydeath, retirement (as defined in Section 3. D. below), or deathdisability (as defined in Section 3. D. below), Participant may Employee shall have the right to exercise the Option option at any time within ninety (90) days one month after such termination of employment to the extent that of the Option full number of shares he/she was exercisable by Participant entitled to purchase under the option on the date of such termination, but not subject to the condition that no option shall be exercisable after the expiration of the term of the Optionoption. (b) If B. In the event that Employee shall cease to be employed by the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries by reason of his/her gross and willful misconduct during the course of his/her employment, including, including but not limited to, to wrongful appropriation of Company funds or the commission of a gross misdemeanor or felony, the Option option shall be terminated as of the date of the misconduct. (c) C. If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage Employee shall die while in the employ of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not Company or a subsidiary or within one month after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employmentemployment for any reason other than gross and willful misconduct and shall not have fully exercised the option, but not after the expiration of the term of the Option. If Participant all remaining shares shall die following any become immediately exercisable and such termination, the Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Optionoption. D. If the Employee’s termination of employment is due to retirement (d) If Participant shall die while in either after attaining age 55 with 10 years of service, or attaining age 65), or due to disability within the employ meaning of the Company or an Affiliate provisions of the CompanyGraco Long-Term Disability Plan subject to the conditions that no option shall be exercisable after the expiration of the terms of the option, all remaining shares shall become immediately exercisable and the option may be exercised by the Employee at any time within three years of the Employee’s retirement, subject to the condition that no option shall be exercisable after the expiration of the term of the option. In the event of the death of the Employee within the three-year period after retirement, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares he/she was entitled to purchase under the option on the date of death, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Option. For purposes of option. E. Notwithstanding anything to the contrary contained in this Section 3, “if the Employee chooses to terminate his/her employment by retirement (as defined in Section 3. D. above) and has not given the Company written notice, by correspondence to his/her immediate supervisor and the Chief Executive Officer, of said intention to retire not less than six (6) months prior to the date of his/her retirement” shall mean the voluntary or involuntary , then in such event for purposes of this Agreement said termination of Participant’s employment for any reason other than gross shall be deemed to be not a retirement but a termination subject to the provisions of Section 3. A. above, provided, however, that in the event that the Chief Executive Officer, in his/her sole discretion and willful misconductjudgement, disability or death, after the Participant has completed at least ten years determines that termination of service as an employee employment by retirement of the Company and/or an Affiliate Employee without six (6) months prior written notice is in the best interests of the Company and has attained age 55Company, then such retirement shall be subject to Section 3. D. above.

Effect of Termination of Employment. The Option A. In the event that Employee shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries for any reason other than his/her gross and willful misconduct, disabilitydeath, retirement (as defined in Section 3(d) below), or deathdisability (as defined in Section 3(d) below), Participant may Employee shall have the right to exercise the Option option at any time within ninety (90) days one month after such termination of employment to the extent that of the Option full number of shares he/she was exercisable by Participant entitled to purchase under the option on the date of such termination, but not subject to the condition that no option shall be exercisable after the expiration of the term of the Optionoption. (b) If B. In the event that Employee shall cease to be em ployed by the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries by reason of his/her gross and willful misconduct during the course of his/her employment, including, including but not limited to, to wrongful appropriation of Company funds or the commission of a gross misdemeanor or felony, the Option option shall be terminated as of the date of the misconduct. (c) C. If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage Employee shall die while in the employ of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not Company or a subsidiary or within one month after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employmentemployment for any reason other than gross and willful misconduct and shall not have fully exercised the option, but not after the expiration of the term of the Option. If Participant all remaining shares shall die following any become immediately exercisable and such termination, the Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Optionoption. D. If the Employee's termination of employment is due to retirement (d) If Participant either after attaining age 55 with 10 years of service, or attaining age 65, or due to disability within the meaning of the provisions of the Graco Long-Term Disability Plan), all remaining shares shall die while become immediately exercisable and the option may be exercised by the Employee at any time within three years of the employee's retirement, or in the employ event of the Company or an Affiliate death of the CompanyEmployee within the three-year period after retirement, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option option may be exercised at any time within 12 twelve months after the date of Participant’s his/her death by the personal representatives executors or administrators of Participant the Employee or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares he/she was entitled to purchase under the option on the date of death, and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55option.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment for any reason other than gross and willful misconduct, disability, retirement or death, Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term of the Option. (b) If the Company or an Affiliate of the Company terminates Participant’s employment by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony, the Option shall be terminated as of the date of termination of the misconductParticipant’s employment. (c) If Participant’s employment is terminated by reason of disability (within the meaning of Section 22(e)(3) of the Code) or retirement, the restrictions on Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) A. If the Participant voluntarily terminates ParticipantEmployee’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment for any reason other than Employee’s gross and willful misconduct, disabilitydeath, retirement (as defined in subsection D of this Section 3), or deathdisability (as defined in subsection D), Participant may Employee shall have the right to exercise that portion of the Option option exercisable upon the date of termination of employment at any time within ninety (90) days the period beginning on the day after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term of the Optionand ending thirty days later. (b) B. If the Company or an Affiliate of the Company terminates ParticipantEmployee’s employment terminates by reason of Employee’s gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of Company funds or the commission of a gross misdemeanor or felony, the Option option shall be terminated terminate as of the close of business on the date of the misconduct. (cC. If Employee shall die while employed by the Company or an affiliate or within thirty days after a termination of employment which meets the criteria of subsection A of this Section 3, and shall not have fully exercised the option, all shares remaining under the option shall become immediately exercisable. The executor(s) If Participant’s employment is terminated by reason of disability or retirement, the restrictions on Participant’s ability to exercise any percentage administrator(s) of the Option as set forth in Section 2(a)Employee’s estate, shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at or any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons person(s) to whom the Option has been option was transferred by will or the applicable laws of descent distribution and distributiondescent, subject to may exercise the condition that remaining shares at any time during a period beginning on the Option shall not be exercisable day after the expiration date of the term of the OptionEmployee’s death and ending one (1) year later. (d) D. If Participant Employee’s termination of employment is due to retirement or disability, all shares remaining under the option shall die while in become immediately exercisable. Employee shall be deemed to have retired if the employ termination of employment occurs for reasons other than the Employee’s gross and willful misconduct, death, or disability after Employee has attained age 55 and 10 years of service with the Company or an Affiliate affiliate, or Employee has attained age 65. Employee shall be deemed to be disabled if the termination of employment occurs because Employee is unable to work due to an impairment which would qualify as a disability under the Company, ’s long term disability program. Employee may exercise the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised shares remaining unexercised at any time within 12 months during a period beginning on the day after the date of ParticipantEmployee’s death by termination of employment and ending three (3) years later. If Employee should die during this three year period, the personal representatives executor(s) or administrators administrator(s) of Participant the Employee’s estate, or by any beneficiary designated in a manner established by the Committee or person or persons person(s) to whom the Option has been option was transferred by will or the applicable laws of distribution and descent may exercise the remaining shares at any time during a period beginning the day after the date of Employee’s death and distributionending one (1) year later. E. Notwithstanding anything to the contrary contained in this Section 3, if the Employee’s employment is terminated by retirement (as defined in Section 3. D. above) and Employee has not given the Company written notice to his/her immediate supervisor and the Chief Executive Officer, of Employee’s intention to retire not less than six (6) months prior to the date of his/her retirement, then in such event, for purposes of this Agreement only, said termination of employment shall be deemed to be not a retirement but a termination subject to the condition provisions of Section 3. A. above, provided, however, that in the event that the Option Chief Executive Officer determines that said termination of employment without six (6) months prior written notice is in the best interests of the Company, then such termination shall not be exercisable deemed to be a retirement and shall be subject to Section 3. D. above. F. Under no circumstances may any option granted by this Agreement be exercised after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55option expires.

Effect of Termination of Employment. The Option shall terminate and may no longer not be exercised if unless the Participant ceases is, at the time of the exercise, in employment to be employed by the Company or an Affiliate of and has been in employment to the CompanyCompany or an Affiliate continuously since the date the Option was granted, except thatsubject to the following: (a) If The Option shall not be affected by any change in the terms, conditions or status of the Participant’s employment, provided that the Participant voluntarily terminates Participant’s continues to be in employment or if to the Company or an Affiliate of the Company terminates Participant’s employment for any reason other than gross and willful misconduct, disability, retirement or death, Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by Participant on the date of such termination, but not after the expiration of the term of the OptionAffiliate. (b) If the Company or an Affiliate The employment relationship of the Company terminates Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed ninety (90) days, or, if longer, as long as the Participant’s right to reemployment is guaranteed either by statute or by contract. The employment by reason relationship of gross and willful misconduct during the course of employment, including, but Participant shall also be treated as continuing intact while the Participant is not limited to, wrongful appropriation of funds or the commission in active employment because of a gross misdemeanor or felony, the Option shall be terminated as of the date of the misconductDisability. (c) If Participant’s the employment of the Participant is terminated by reason because of disability death or retirement, the restrictions on Participant’s ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such terminationDisability, the Option may be exercised at any time within 12 months after only to the date of extent vested and exercisable on the Participant’s death Termination Date, and any portion of the Option that is not vested as of the Participant’s Termination Date shall terminate as of such date. The Option, to the extent vested, must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable (after which time the Option shall terminate): (A) the close of the one-year period next succeeding the Termination Date; or (B) the close of the Option Period. In the event of the Participant’s death, the Option shall be exercisable by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or such person or persons as shall have acquired the right to whom exercise the Option has been transferred by will or by the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Optionintestate succession. (d) If Participant shall die while in the employ employment of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment is terminated for any reason other than gross and willful misconduct, disability or death, Disability or for Cause, the Option may be exercised to the extent exercisable on his or her Termination Date, and any portion of the Option that has not vested as of the Participant’s Termination Date shall terminate as of such date (subject to Section 5 above upon a Change of Control). The Option, to the extent vested, must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable (after which time the Option shall terminate): (A) the close of the three-month period next succeeding the Termination Date; or (B) the close of the Option Period (subject to Section 5 above upon a Change of Control). If the Participant has completed at least ten years dies following such termination of service as an employee employment and prior to the earlier of the Company and/or an Affiliate dates specified in (A) or (B) of the Company first sentence of this subparagraph (d), the Participant shall be treated as having died while employed under subparagraph (c) immediately preceding (treating for this purpose the Participant’s date of employment as the Termination Date). In the event of the Participant’s death, such Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (e) If the employment of the Participant terminates for Cause, his or her Option shall lapse and has attained age 55no longer be exercisable as of notice of his or her Termination Date.

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) A. If the Participant voluntarily terminates ParticipantEmployee’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment for any reason other than Employee’s gross and willful misconduct, disabilitydeath, retirement (as defined in Section 3D), or deathdisability (as defined in Section 3D), Participant may Employee shall have the right to exercise that portion of the Option exercisable upon the date of termination of employment at any time within ninety (90) days the period beginning on the day after such termination of employment to and ending at the extent that the Option was exercisable by Participant close of trading on the date of such termination, but not after the expiration of the term of the OptionExchange thirty (30) days later. (b) B. If the Company or an Affiliate of the Company terminates ParticipantEmployee’s employment terminates by reason of Employee’s gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds Company funds, serious violations of Company policy, breach of fiduciary duty or the commission conviction of a felony, the unexercised portion of the Option shall terminate as of the time of the misconduct. If the Company determines subsequent to the termination of Employee’s employment for whatever reason, that Employee engaged in conduct during employment that would constitute gross misdemeanor or felonyand willful misconduct justifying termination, the Option shall be terminated terminate as of the date time of the such misconduct. (c) If Participant’s employment is terminated by reason of disability or retirement. Furthermore, the restrictions on Participant’s ability to exercise any percentage of if the Option as set forth is exercised in Section 2(a), shall lapse whole or in part and the Option shall vest Company thereafter determines that Employee engaged in full. If Participant’s gross and willful misconduct during employment is terminated by reason of retirement, Participant may exercise the Option which would have justified termination at any time prior to the end date of such exercise, the Option shall be deemed to have terminated as of the term time of the misconduct and the Company may elect to rescind the Option exercise. Gross and willful misconduct shall not include any action or inaction by <<SNAME>> contrary to the direction of the Board with respect to any initiative, strategy or action of the Company, which action or inaction <<SNAME>> believes is in the best interest of the Company. C. If Employee shall die while employed by the Company or an affiliate and shall not have fully exercised the Option, but not after all shares remaining under the expiration of the term of the OptionOption shall become immediately exercisable. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time Employee shall die within three years thirty (30) days after such a termination of employmentemployment which meets the criteria of Section 3A above, but not after the expiration only those shares vested as of the term of the Option. If Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of Participanttermination shall be exercisable. The executor or administrator of Employee’s death by the personal representatives estate, or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons person(s) to whom the Option has been was transferred by will or the applicable laws of distribution and descent may exercise such exercisable shares at any time during a period beginning on the day after the date of Employee’s death and distributionending at the close of trading on the Exchange on the anniversary of death one (1) year later. D. If Employee’s termination of employment is due to retirement or disability, subject to the condition that all shares remaining under the Option shall not become immediately exercisable. Employee shall be exercisable deemed to have retired if the termination of employment occurs for reasons other than the Employee’s gross and willful misconduct, death, or disability after Employee (i) has attained age 55 and 10 years of service with the Company or an affiliate, or (ii) has attained age 65. Employee shall be deemed to be disabled if the termination of employment occurs because Employee is unable to work due to an impairment which would qualify as a disability under the Company’s long term disability program. Employee may exercise the shares remaining unexercised at any time during a period beginning on the day after the date of Employee’s termination of employment and ending at the close of trading on the Exchange on the tenth anniversary of the Date of Grant. If Employee should die during the period between the date of Employee’s retirement or disability and the expiration of the term Option, the executor(s) or administrator(s) of the Option. (dEmployee’s estate, or any person(s) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been was transferred by will or the applicable laws of distribution and descent may exercise the unexercised portion of the Option at any time during a period beginning the day after the date of Employee’s death and distributionending at the close of trading on the Exchange on the anniversary of death one (1) year later, provided, however, in no event shall the Option be exercisable following the tenth anniversary of the Date of Grant. Notwithstanding anything to the contrary contained in Section 3, if the Employee’s employment is terminated by retirement (as defined in this Section 3D) and Employee has not given written notice to the Chair of the Management Organization and Compensation Committee of the Board of Directors (the “Committee”), of Employee’s intention to retire not less than six (6) months prior to the date of his retirement, then in such event, for purposes of this Agreement only, said termination of employment shall be deemed to be not a retirement but a termination subject to the condition provisions of Section 3A, provided, however, that in the event that the Option shall not be exercisable after Committee determines that said termination of employment without six (6) months prior written notice is in the expiration best interests of the term Company, such termination shall be deemed to be a retirement and shall be subject to this Section 3D. E. If the Option is exercised by the executors, administrators, legatees, or distributees of the Option. estate of a deceased optionee, the Company shall be under no obligation to issue stock hereunder unless and until the Company is satisfied that the person(s) exercising the Option is the duly appointed legal representative of the deceased optionee’s estate or the proper legatee or distributee thereof. F. For purposes of this Section 3, “retirement” shall mean if the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee last day of the Company and/or an Affiliate relevant period is a day upon which the Exchange is not open for trading or the Common Stock is not trading on that day, the relevant period will expire at the close of trading on such earlier business day on which the Company Exchange is open and has attained age 55the Common Stock is trading.

Effect of Termination of Employment. The Option (a) In the event that Optionee shall terminate and may no longer be exercised if Participant ceases cease to be employed by the Company or an Affiliate of the Companyits subsidiaries, except that: (a) If the Participant voluntarily terminates Participant’s employment or if the Company or an Affiliate of the Company terminates Participant’s employment any, for any reason other than gross and willful misconductOptionee’s serious misconduct or Optionee’s death or disability (as such term is defined in Section 3(c) hereof), disability, retirement or death, Participant may Optionee shall have the right to exercise the Option option at any time within ninety three (903) days months after such termination of employment to the extent that of the Option full number of shares Optionee was exercisable by Participant entitled to purchase under the option on the date of such termination, but not subject to the condition that no option shall be exercisable after the expiration of the term of the Optionoption. (b) If In the event that Optionee shall cease to be employed by the Company or an Affiliate of the Company terminates Participant’s employment its subsidiaries, if any, by reason of gross and willful Optionee’s serious misconduct during the course of employment, including, including but not limited to, to wrongful appropriation of funds the Company’s funds, or in the commission of a gross misdemeanor or felonyevent that Optionee violates the covenants set forth in Section 5 hereof, the Option option shall be terminated as of the date of the misconduct. (c) If Participant’s Optionee shall die while in the employ of the Company or a subsidiary, if any, or within three (3) months after termination of employment for any reason other than serious misconduct or if employment is terminated by reason of disability or retirement, because Optionee has become disabled (within the restrictions on Participant’s ability to exercise any percentage meaning of the Option as set forth Code Section 22(e)(3)) while in Section 2(a), shall lapse and the Option shall vest in full. If Participant’s employment is terminated by reason of retirement, Participant may exercise the Option at any time prior to the end employ of the term of Company or a subsidiary, if any, and Optionee shall not have fully exercised the Optionoption, but not after the expiration of the term of the Option. If Participant’s employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If Participant shall die following any such termination, the Option option may be exercised at any time within 12 twelve (12) months after the Optionee’s death or date of Participant’s death termination of employment for disability by the Optionee, personal representatives or administrators administrators, or guardians of Participant Optionee, as applicable, or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been 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 death, termination of employment, if earlier, or date of termination for such disability and subject to the condition that the Option no option shall not be exercisable after the expiration of the term of the Optionoption. (d) If Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on Participant’s (or his or her heirs’) ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full. The Option may be exercised at any time within 12 months after the date of Participant’s death by the personal representatives or administrators of Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. For purposes of this Section 3, “retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55.