Exercise after Death, Retirement, or Disability Clause Samples

Exercise after Death, Retirement, or Disability. If the Employee dies, Retires or becomes Totally and Permanently Disabled without having exercised this option in full, the remaining portion of this option, determined without regard to the limitations in subsection 2(a), may be exercised within the earlier of (i) three years from the date of death or Total and Permanent Disability or five years from the date of Retirement, as the case may be, or (ii) the remaining period of this option. In the case of an Employee who dies, this option may be exercised by the person or persons to whom the Employee's rights under this option shall pass by will or by applicable law or, if no such person has such rights, by his executor or administrator.

Exercise after Death, Retirement, or Disability. If the Participant dies or becomes Totally and Permanently Disabled without having exercised this Option in full, the remaining portion of this Option, determined without regard to the limitations in Subsection 2(a), may be exercised within the earlier of (i) three years from the date of death or Total and Permanent Disability or (ii) the remaining period of this Option. In the case of a Participant who dies, this Option may be exercised by the person or persons to whom the Participant's rights under this Option shall pass by will or by applicable law or, if no such person has such rights, by his executor or administrator. In the case of the Participant’s Retirement before the Participant has exercised this Option in full, then provided that, in the sole discretion of the Corporation, (i) no circumstances exist that could lead to a determination that the Participant should be, or could have been, terminated for Cause; and (ii) the Participant has not engaged in conduct that would trigger the Committee’s right of recoupment under the Corporation's Recoupment Policy (as defined in Section 17 of this Award Agreement), the remaining portion of this Option, determined without regard to the limitations in Subsection 2(a), may be exercised within the earlier of (i) five years from the date of Retirement or (ii) the remaining period of this Option. Notwithstanding the above, if the Corporation receives an opinion of counsel that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable Retirement treatment that applies to this option pursuant to this subsection (b) being deemed unlawful and/or discriminatory, then the Corporation will not apply the favorable Retirement treatment at the time of termination and this option will be treated as it would under the rules that apply if the Participant’s employment is terminated for reasons other than Retirement.