Common use of Employee's Death or Disability Clause in Contracts

Employee's Death or Disability. (a) In the event of the Employee’s death while this Option is outstanding, this Option shall remain exercisable until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Employee’s death or (ii) the Expiration Date. During such limited exercise period, this Option may be exercised by (A) the representative or representatives of the Employee’s estate or by the person or persons entitled to do so under Employee’s last will and testament, (B) the Living Trust to which this Option is assigned in accordance with Paragraph 11 or, if Employee fails to make such a testamentary disposition or assignment of this Option and dies intestate, (C) the person or persons entitled to receive this Option under the applicable laws of descent and distribution, as the case may be. However, during such period this Option may not be exercised in the aggregate for more than the number of the Option Shares (if any) for which this Option is exercisable, in accordance with the Normal Vesting Schedule, the special vesting acceleration provisions of Paragraph 5 and/or the pro-rata vesting provisions of Paragraph 8(b), at the time of Employee’s termination of employment with the Company. Upon the expiration of such limited exercise period, this Option shall terminate and cease to be exercisable for any Option Shares. The Company shall have the right to require evidence satisfactory to it of the rights of any person or persons seeking to exercise the Option under this Paragraph 9(a). (b) In the event Employee’s employment terminates by reason of his or her Disability, then this Option may, at any time within the twelve (12)-month period measured from the date of such termination of employment, be exercised for any or all of the Option Shares for which this Option is exercisable, in accordance with the Normal Vesting Schedule, the special vesting acceleration provisions of Paragraph 5 and/or the pro-rata vesting provisions of Paragraph 8(b), on the date of such termination of employment; provided, however, that in no event shall the Option, or any part thereof, be exercisable after the Expiration Date. Upon the expiration of such limited exercise period, this Option shall terminate and cease to be exercisable for any Option Shares. For purposes of this Agreement, the term “Disability” shall have the meaning assigned to such term in Section 3.1(i) of the Plan.

Employee's Death or Disability. (a) In the event of the Employee’s death while this Option is outstanding, this Option shall remain exercisable until the earlier of (i) the expiration of the twelve (12)-month 12)–month period measured from the date of Employee’s death or (ii) the Expiration Date. During such limited exercise period, this Option may be exercised by (A) the representative or representatives of the Employee’s estate or by the person or persons entitled to do so under Employee’s last will and testament, (B) the Living Trust to which this Option is assigned in accordance with Paragraph 11 or, if Employee fails to make such a testamentary disposition or assignment of this Option and dies intestate, (C) the person or persons entitled to receive this Option under the applicable laws of descent and distribution, as the case may be. However, during such period this Option may not be exercised in the aggregate for more than the number of the Option Shares (if any) for which this Option is exercisable, in accordance with the Normal Vesting Schedule, the special vesting acceleration provisions of Paragraph 5 and/or the pro-–rata vesting provisions of Paragraph 8(b), at the time of Employee’s termination of employment with the Company. Upon the expiration of such limited exercise period, this Option shall terminate and cease to be exercisable for any Option Shares. The Company shall have the right to require evidence satisfactory to it of the rights of any person or persons seeking to exercise the Option under this Paragraph 9(a). (b) In the event Employee’s employment terminates by reason of his or her Disability, then this Option may, at any time within the twelve (12)-month 12)–month period measured from the date of such termination of employment, be exercised for any or all of the Option Shares for which this Option is exercisable, in accordance with the Normal Vesting Schedule, the special vesting acceleration provisions of Paragraph 5 and/or the pro-–rata vesting provisions of Paragraph 8(b), on the date of such termination of employment; provided, however, that in no event shall the Option, or any part thereof, be exercisable after the Expiration Date. Upon the expiration of such limited exercise period, this Option shall terminate and cease to be exercisable for any Option Shares. For purposes of this Agreement, the term “Disability” shall have the meaning assigned to such term in Section 3.1(i) of the Plan.

Employee's Death or Disability. (a) In the event of the Employee’s death while this Option is outstandingoutstanding and exercisable for one or more Option Shares, this Option shall remain exercisable for those Option Shares until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Employee’s death or (ii) the Expiration Date. During such limited exercise period, this Option may be exercised by (A) the representative or representatives of the Employee’s estate or by the person or persons entitled to do so under Employee’s last will and testament, (B) the Living Trust to which this Option is assigned in accordance with Paragraph 11 testament or, if Employee fails to make such a testamentary disposition or assignment of this Option and dies or shall die intestate, (C) by the person or persons entitled to receive this Option under the applicable laws of descent and distribution, as the case may be. However, during such period this Option may not be exercised in the aggregate for more than the number of the Option Shares (if any) for which this Option is exercisable, either in accordance with the Normal Vesting Schedule, Schedule or the special vesting acceleration provisions of Paragraph 5 and/or 5, on the pro-rata vesting provisions of Paragraph 8(b), at the time date of Employee’s termination of employment with the Companyemployment. Upon the earlier of (i) the Expiration Date or (ii) the expiration of such limited exercise period, this Option shall terminate and cease to be exercisable for any Option Shares. The Company shall have the right to require evidence satisfactory to it of the rights of any person or persons seeking to exercise the Option under this Paragraph 9(a). (b) In the event Employee’s employment terminates by reason of his or her Disability, then this Option Employee may, at any time within the twelve (12)-month period measured from the date of such termination of employment, be exercised exercise the Option for any or all of the Option Shares for which this Option is exercisable, either in accordance with the Normal Vesting Schedule, Schedule or the special vesting acceleration provisions of Paragraph 5 and/or the pro-rata vesting provisions of Paragraph 8(b)5, on the date of such termination of employment; provided, however, that in no event shall the Option, or any part thereof, be exercisable after the Expiration Date. Upon the earlier of (i) the Expiration Date or (ii) the expiration of such limited exercise period, this Option shall terminate and cease to be exercisable for any Option Shares. For purposes of this Agreement, the term “Disability” shall have the meaning assigned to such term in Section 3.1(i) of the Plan.

Employee's Death or Disability. (a) In the event of the death of Employee within a period during which the Option, or any part thereof, could have been exercised by Employee’s death while this Option is outstanding, including the three (3)-month period measured from the date of his or her termination of employment other than for Cause, this Option shall remain exercisable until for an additional period (the Post-Death Period) ending upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Employee’s death or (ii) the Expiration Date. During such limited exercise periodthe Post-Death Period, this Option may be exercised by (A) the Employee’s legal representative or representatives of the Employee’s estate or by the person or persons entitled to do so under Employee’s last will and testament, (B) the Living Trust to which this Option is assigned in accordance with Paragraph 11 or, testament or if Employee fails to make such a testamentary disposition or assignment of this Option and dies intestateor shall die in testate, (C) by the person or persons entitled to receive this Option under the applicable laws of descent and distribution, as the case may be. However, during such period this Option ption may not only be exercised in during the aggregate Post-Death Period for one or more than the number of the Option Shares (if any) for which this Option is exercisable, either in accordance with the Normal Vesting Schedule, Schedule or the special vesting acceleration provisions of Paragraph 5 and/or the pro-rata vesting provisions of Paragraph 8(b)paragraph 5, at the time of Employee’s termination of employment with the Company. Upon the expiration of such limited exercise period, this Option shall terminate and cease to be exercisable for any Option Sharesdeath. The Company shall have the right to require evidence satisfactory to it of the rights of any person or persons seeking to exercise the Option under this Paragraph 9(a).paragraph 9(a).| (b) In the event Employee’s employment terminates by reason of his or her Disability, then this Option may, Employee may at any time within the twelve (12)-month period measured from the date of such termination of employment, be exercised employment exercise the Option for any or all of the Option Shares for which this Option is exercisable, either in accordance with the Normal Vesting Schedule, Schedule or the special vesting acceleration provisions of Paragraph 5 and/or the pro-rata vesting provisions of Paragraph 8(b)paragraph 5, on the date of such termination of employment; provided, however, that in no event shall the Option, or any part thereof, be exercisable after the Expiration Date. Upon the expiration of such limited exercise period, this Option shall terminate and cease to be exercisable for any Option Shares. For purposes of this Agreement, the term “Disability” shall have the meaning assigned to such term in Section 3.1(i) of the Plan.Plan.|