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 OPTIONEE's death, permanent disability or normal retirement (as defined in Section 7(D) below), 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 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 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, 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 and "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age 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 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 OPTIONEE's the death, permanent disability or normal retirement (as defined in Section 7(D) below)of the OPTIONEE, it the OPTION 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 willfulother than will, deliberate or gross misconduct, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable 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 OPTIONOPTION or twelve (12) months from the date of termination, 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 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) granted to the OPTIONEE on or before his 65th birthday 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. Also, in the event of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) granted to the OPTIONEE after his 65th birthday and held for a period of at least twelve (12) consecutive months of active employment with the COMPANY after the date of grant 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 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 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 OPTIONEE's the death, permanent disability or normal retirement (as defined in Section 7(D) below)of the OPTIONEE, 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 '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 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" 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, 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 and "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age 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 OPTIONEE's death, permanent disability or normal retirement (as defined in Section 7(D(7)(D) below), 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 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 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, 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 and "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age 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 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 OPTIONEE's the death, permanent disability or normal retirement (as defined in Section 7(D) below)of the OPTIONEE, it the OPTION 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 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, 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 and "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirement.the

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 OPTIONEE's the death, permanent disability or normal retirement (as defined in Section 7(D) below)of the OPTIONEE, it the OPTION 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 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 OPTIONOPTION or twelve (12) months from the date of termination, 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 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) granted to the OPTIONEE on or before his 65th birthday 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. Also, in the event of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) granted to the OPTIONEE after his 65th birthday and held for a period of at least twelve (12) consecutive months of active employment with the COMPANY after the date of grant 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 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 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 OPTIONEE's the death, permanent disability or normal retirement (as defined in Section 7(D) below)of the OPTIONEE, it the OPTION 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)"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 misconductother than "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 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 OPTIONOPTION or twelve (12) months from the date of termination, 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 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) granted to the OPTIONEE on or before his 65th birthday 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. Also, in the event of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) granted to the OPTIONEE after his 65th birthday and held for a period of at least twelve (12) consecutive months of active employment with the COMPANY after the date of grant 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 and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirement.