Common use of Exercise After Termination of Employment Clause in Contracts

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the OPTION shall be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of the death, permanent disability (as defined in Section (7)(D) below) or normal retirement (as defined in Section (7)(E) below) of the OPTIONEE, the OPTION must be exercised on or before the earlier of three (3) months after the date of termination of employment or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire immediately upon such termination. (C) In the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by his estate for a period ending on the earlier of the fixed expiration date of the OPTION or twelve months after the date of death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or any person who has acquired the right to exercise the OPTION by reason of the death of the OPTIONEE. (D) In the event of the termination of employment of the OPTIONEE by reason of the "permanent disability" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months from the date of termination of employment, after which period the OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of America. (E) In the event of the termination of employment of the OPTIONEE by reason of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months after the date of death, after which period the OPTION shall expire. For purposes hereof, "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age at the date of retirement and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirement.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the OPTION shall be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of the OPTIONEE's death, permanent disability or normal retirement (as defined in Section (7)(D) below) or normal retirement (as defined in Section (7)(E) below) of the OPTIONEE), the OPTION it must be exercised on or before the earlier of three (3) months after the date of the termination of employment of the OPTIONEE or the fixed expiration date of the OPTION OPTION, after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire immediately upon such termination. (C) In the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by his estate for a period ending on the earlier of the fixed expiration date of the OPTION or twelve months after the date of death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or any person who has acquired the right to exercise the OPTION by reason of the death of the OPTIONEE. (D) In the event of the termination of employment of the OPTIONEE by reason of the "permanent disability" or "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full for a period ending on the earlier of three (3) months after the termination of employment or the fixed expiration date of the OPTION or twelve (12) months from the date of termination of employmentOPTION, after which period the OPTION shall expire; provided, however, that if such termination of employment occurs by reason of "disability" within the meaning of Section 22(e)(3) of the CODE, said three-month period shall be extended to twelve months. For purposes hereof, "permanent disability" shall be deemed to be the inability of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of America. (E) In the event of the termination of employment of the OPTIONEE by reason of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months after the date of death, after which period the OPTION shall expire. For purposes hereof, America and "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age at the date of retirement and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirement.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the OPTION If an Optionee shall be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases cease to be in employed by the employment of the COMPANYCorporation or any Affiliate thereof, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of the death, permanent disability (as defined in Section (7)(D) below) or normal retirement (as defined in Section (7)(E) below) no further installments of the OPTIONEEOption will become exercisable, and the OPTION must be exercised on or before the earlier of three (3) months after the date of termination of employment or the fixed expiration date of the OPTION after which period the OPTION Option shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire immediately upon such termination.as follows: (Ca) In the event of the death Optionee’s Termination of Employment by reason of death, the OPTIONEE Option shall expire on the earlier of (i) while in one (1) year from the employment date of the COMPANY such death or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the unexercised portion stated term of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by his estate for a period ending on the earlier of the fixed expiration date of the OPTION or twelve months after the date of death, after which period the OPTION shall expire. For purposes Option pursuant to Section 3 hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or any person who has acquired the right to exercise the OPTION by reason of the death of the OPTIONEE. (Db) In the event of the termination Optionee’s Termination of employment of the OPTIONEE Employment by reason of the "permanent disability" of the OPTIONEEDisability, Retirement or involuntary termination without Cause, the unexercised portion of the OPTION (whether or not then exercisable by its terms) Option shall become exercisable for a period ending expire on the earlier of the fixed expiration date of the OPTION or twelve (12i) months 90 days from the date of such Disability, Retirement or involuntary termination of employment, after which period without Cause or (ii) the OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability stated term of the OPTIONEE Option pursuant to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of AmericaSection 3 hereof. (Ec) In the event of the termination Optionee’s voluntary Termination of employment Employment prior to or more than 90 days after an event that would be grounds for a Termination of the OPTIONEE by reason of the "normal retirement" of the OPTIONEEEmployment for Cause, the unexercised portion of the OPTION (whether or not then exercisable by its terms) Option shall become immediately exercisable for a period ending expire on the earlier of the fixed expiration date of the OPTION or twelve (12i) months after 30 days from the date of deathsuch voluntary termination or (ii) the stated term of the Option pursuant t Section 3 hereof. (d) In the event of the Optionee’s Termination for Cause or in the event of an Optionee’s voluntary Termination of Employment within 90 days after an event that would be grounds for a Termination of Employment for Cause or any other reason (other than as described in Sections 5(a), after which period (b) or (c), the OPTION shall expire. For purposes hereof, "retirement" entire Option (whether vested or not vested) shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years forfeited and canceled in its entirety upon such Termination of age at the date of retirement and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirementEmployment.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the OPTION shall be exercisable only while the OPTIONEE is in the employment of employed by the COMPANY and/or one of its subsidiaries and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be in terminates service with the employment COMPANY and all of the COMPANYits subsidiaries, shall immediately expire on the date of termination of employmentservice. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of terminates service with the COMPANY and all of its subsidiaries other than by reason of the deathOPTIONEE's death or disability, permanent disability (as defined in Section (7)(D) below) or normal retirement (as defined in Section (7)(E) below) the exercisable portion of the OPTIONEE, the OPTION must be exercised on or before the earlier of (i) three (3) months after the date of the termination of employment service or (ii) the fixed expiration date of the OPTION OPTION, after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment service with the COMPANY and all of its subsidiaries is terminated for willful, deliberate or gross misconduct "Cause" (such as, for example, dishonestyas that term is defined in Section 2.00 of the PLAN), the OPTION shall, to the extent not previously exercised, expire immediately upon such terminationtermination of service. (C) In the event of the death of the OPTIONEE (i) while in the employment of employed by the COMPANY and/or one of its subsidiaries or (ii) within three (3) months after his the OPTIONEE's termination of employment service with the COMPANY and all of its subsidiaries other than for willful, deliberate or gross misconductCause, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by his estate the OPTIONEE's beneficiary for a period ending on the earlier of (x) the fixed expiration date of the OPTION or (y) twelve months after the date OPTIONEE's termination of deathservice, after which period the OPTION shall expire. For purposes hereof, the estate beneficiary of an OPTIONEE shall be defined to include the legal representatives thereof or any person who has acquired the right to exercise the OPTION by reason determined in accordance with Section 10.02 of the death of the OPTIONEEPLAN. (D) In the event of the termination of employment the OPTIONEE's service with the COMPANY and all of the OPTIONEE its subsidiaries by reason of the "permanent disability" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months from the date of termination of employment, after which period the OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of America. (E) In the event of the termination of employment of the OPTIONEE by reason of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full for a period ending on the earlier of (i) twelve months after the OPTIONEE's termination of service or (ii) the fixed expiration date of the OPTION or twelve (12) months after the date of deathOPTION, after which period the OPTION shall expire. For purposes hereof, a "retirementdisability" shall constitute a disability as defined in Section 22(e)(3) of the CODE. (E) For purposes of this Agreement, the OPTIONEE shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age at the date of retirement and has completed at least five (5) consecutive years of employment have terminated service with the COMPANY at and its subsidiaries upon termination of the date employee-employer relationship between the OPTIONEE and the COMPANY and all of retirementthe subsidiaries of the COMPANY for any reason.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, If the OPTION shall be exercisable only while the OPTIONEE is in the OPTIONEE’s employment of with the COMPANY and then only if the OPTION has become exercisable by each of its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY subsidiaries terminates for any reason other than by reason of the death, permanent disability (as defined in Section (7)(D) below) Disability or normal retirement (as defined in Section (7)(E) below) Normal Retirement of the OPTIONEE, the OPTION must shall be exercised on or before the earlier of three (3) months after the date of termination of employment or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire forfeited effective immediately upon such termination. (C) In the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by his estate for a period ending on the earlier of the fixed expiration date of the OPTION or twelve months after the date of death, after which period the OPTION shall expireemployment. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or any person who has acquired the right to exercise the OPTION by reason of the death of the OPTIONEE. (D) In the event of If the termination of employment of was due to the OPTIONEE by reason of the "permanent disability" Normal Retirement of the OPTIONEE, the unexercised portion of the OPTION may be exercised in full (whether or not the OPTION is then exercisable by its termsfully exercisable) and the right of the OPTIONEE to exercise the OPTION shall become exercisable for a period ending on terminate upon the earlier to occur of the fixed expiration date of the term of the OPTION or twelve (12) three months from after the date of termination of employment, after which period the OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of America. (E) In the event of If the termination of employment was due to the death of the OPTIONEE by reason and the OPTIONEE was an employee of the "normal retirement" COMPANY or any subsidiary of the COMPANY at the time of the OPTIONEE’s death, the unexercised portion of the OPTION may be exercised in full (whether or not the OPTION is then fully exercisable) and the right of the OPTIONEE’s beneficiary to exercise the OPTION shall terminate upon the earlier to occur of the expiration of the term of the OPTION or 12 months after the date of death. If the termination of employment was due to the Disability of the OPTIONEE, the unexercised portion of the OPTION may be exercised in full (whether or not the OPTION is then exercisable by its termsfully exercisable) and the right of the OPTIONEE to exercise the OPTION shall become immediately exercisable for a period ending on terminate upon the earlier to occur of the fixed expiration date of the term of the OPTION or twelve (12) 12 months after the date of death, after which period the OPTION shall expiretermination of employment. For purposes hereofof this AGREEMENT, "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age at the date of retirement termination of employment shall be the last day of employment. (B) For purposes of this AGREEMENT, “Disability” shall mean a disability within the meaning of Subsection 22(e) (3) of the CODE and has completed at least five (5) consecutive years of “Normal Retirement” shall mean separation from employment with the COMPANY at and each of its subsidiaries on or after the date of retirementthe OPTIONEE has attained age 62.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the OPTION shall be exercisable only by the OPTIONEE, shall be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of the death, permanent disability (as defined in Section (7)(D) below) or normal retirement (as defined in Section (7)(E) below) of the OPTIONEE, the OPTION it must be exercised on or before the earlier of three (3) months after the date of the termination of employment of the OPTIONEE or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's 'S employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty)"cause" as defined in the Employment Agreement, the OPTION shall, to the extent not previously exercised, expire immediately upon such termination. (C) In the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct"cause" as defined in the Employment Agreement, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by his estate for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months after the date of death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or any person who has acquired the right to exercise the OPTION by reason of the death of the OPTIONEE. (D) In the event of the termination of employment of the OPTIONEE by reason of the "permanent disability" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months from the date of termination of employment, after which period the OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of America. (E) In the event of the termination of employment of the OPTIONEE by reason of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months after the date of death, after which period the OPTION shall expire. For purposes hereof, "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age at the date of retirement and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirement.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the OPTION shall be exercisable only while the OPTIONEE is in the employment of employed by the COMPANY and/or one of its subsidiaries and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be in terminates service with the employment COMPANY and all of the COMPANYits subsidiaries, shall immediately expire on the date of termination of employmentservice. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of terminates service with the COMPANY and all of its subsidiaries other than by reason of the OPTIONEE's death, permanent disability (as defined in Section (7)(D) below) or normal retirement (as defined in Section (7)(E) below) retirement, the exercisable portion of the OPTIONEE, the OPTION must be exercised on or before the earlier of (i) three (3) months after the date of the termination of employment service or (ii) the fixed expiration date of the OPTION OPTION, after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment service with the COMPANY and all of its subsidiaries is terminated for willful, deliberate or gross misconduct "Cause" (such as, for example, dishonestyas that term is defined in Section 2.00 of the PLAN), the OPTION shall, to the extent not previously exercised, expire immediately upon such terminationtermination of service. (C) In the event of the death of the OPTIONEE (i) while in the employment of employed by the COMPANY and/or one of its subsidiaries or (ii) within three (3) months after his the OPTIONEE's termination of employment service with the COMPANY and all of its subsidiaries other than for willful, deliberate or gross misconductCause, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by his estate the OPTIONEE's beneficiary for a period ending on the earlier of (x) the fixed expiration date of the OPTION or (y) twelve months after the date OPTIONEE's termination of deathservice, after which period the OPTION shall expire. For purposes hereof, the estate beneficiary of an OPTIONEE shall be defined to include the legal representatives thereof or any person who has acquired the right to exercise the OPTION by reason determined in accordance with Section 10.02 of the death of the OPTIONEEPLAN. (D) In the event of the termination of employment the OPTIONEE's service with the COMPANY and all of the OPTIONEE its subsidiaries by reason of the "permanent disability" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full for a period ending on the earlier of (i) twelve months after the OPTIONEE's termination of service or (ii) the fixed expiration date of the OPTION or twelve (12) months from the date of termination of employmentOPTION, after which period the OPTION shall expire. For purposes hereof, a "permanent disability" shall be deemed to be the inability constitute a disability as defined in Section 22(e)(3) of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of AmericaCODE. (E) In the event of the termination of employment the OPTIONEE's service with the COMPANY and all of the OPTIONEE its subsidiaries by reason of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full for a period ending on the earlier of (i) twelve months after the OPTIONEE's termination of service or (ii) the fixed expiration date of the OPTION or twelve (12) months after the date of deathOPTION, after which period the OPTION shall expire. For purposes hereof, "retirement" the OPTIONEE shall be deemed to be "normal retirement" if have retired upon termination of service with the COMPANY and all of its subsidiaries on or after the date the OPTIONEE is at least both reaches age 65 years of age at the date of retirement and has completed completes at least five (5) consecutive years of employment vesting service as defined in the COMPANY's tax-qualified defined benefit retirement plan. (F) For purposes of this Agreement, the OPTIONEE shall be deemed to have terminated service with the COMPANY at and its subsidiaries upon termination of the date employee-employer relationship between the OPTIONEE and the COMPANY and all of retirementthe subsidiaries of the COMPANY for any reason.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the OPTION shall be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of the death, permanent disability (as defined in Section (7)(D) below) or normal retirement (as defined in Section (7)(E) below) of the OPTIONEE, the OPTION must be exercised on or before the earlier of three (3) months after the date of termination of employment or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire immediately upon such termination. (C) In the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by his estate for a period ending on the earlier of the fixed expiration date of the OPTION or twelve months after the date of death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or any person who has acquired the right to exercise the OPTION by reason of the death of the OPTIONEE. (D) In the event of the termination of employment of the OPTIONEE by reason of the "permanent disability" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months from the date of termination of employmenttermination, after which period the OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of America. (E) In the event of the termination of employment of the OPTIONEE by reason of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months after the date of death, after which period the OPTION shall expire. For purposes hereof, "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age at the date of retirement and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirement.