Common use of Exercise After Termination of Employment Clause in Contracts

Exercise After Termination of Employment. If the Employee shall cease to be employed by the Corporation or a Subsidiary other than by reason of death, Disability (as defined in the Plan), Retirement (as defined in the Plan) or the Employee's termination for Cause (as defined in the Plan), the Option shall remain exercisable, to the extent exercisable on the date of such termination, until the End of Business on the earlier of the Termination Date or the date which is one month after the day his employment ends. If the Employee's employment shall terminate due to Disability or Retirement, the Option shall remain exercisable, to the extent exercisable on the date of the Employee's termination of employment, until the End of Business on the earlier of the Termination Date or the fifth anniversary of the date of such termination of employment; provided, however, that, in the event the Employee's employment with the Corporation terminates not earlier than six months from the Grant Date as a result of the Employee's Disability or Retirement, unless the Employee retires prior to his normal retirement date under conditions determined by the Committee to be adverse to the Corporation, or the Employee does not sign a release of claims satisfactory to the Corporation, the Option shall become exercisable immediately prior to the End of Business on the date the Employee's employment terminates for the purchase of the full number of Common Shares specified in Section 1 of the Agreement less the number of Common Shares with respect to which the Option has previously been exercised. If the Employee's employment is terminated for Cause, all Options granted to the Employee which are then outstanding shall be forfeited as of the effective time of such termination but in no event later than the End of Business on such termination date. Any portion of the Option which is not exercisable on the date the Employee's employment terminates for any reason other than death, Disability, or Retirement shall expire at the End of Business on such termination date. Any portion of the Option which did not expire on the date the Employee's employment terminates and which is not exercised within the period established under this Section 4 shall expire following the End of Business on the last day on which the Option could have been exercised.

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 Employee shall cease OPTION is exercisable by its terms at the time the OPTIONEE ceases to be employed by in the Corporation or a Subsidiary employment of the COMPANY other than by reason of the death, Disability permanent disability or normal retirement 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 "cause" as defined in the Plan)Employment Agreement, Retirement 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 other than "cause" as defined in the Plan) or the Employee's termination for Cause (as defined in the Plan)Employment Agreement, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall remain exercisable, to the extent become immediately exercisable on the date of such termination, until the End of Business by his estate for a period ending on the earlier of the Termination Date fixed expiration date of the OPTION or the date which is one month twelve months after the day his employment ends. If the Employee's employment shall terminate due to Disability or Retirement, the Option shall remain exercisable, to the extent exercisable on the date of death, after which period the Employee's 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 employmentemployment of the OPTIONEE by reason of the "permanent disability" of the OPTIONEE, until the End unexercised portion of Business the OPTION (whether or not then exercisable by its terms) shall become exercisable for a period ending on the earlier of the Termination Date fixed expiration date of the OPTION or the fifth anniversary of twelve (12) months from the date of such termination, 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; providedemployment of the OPTIONEE by reason of the "normal retirement" of the OPTIONEE, howeverthe 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, thatafter which period the OPTION shall expire. Also, in the event of the Employee's "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 Corporation terminates not COMPANY after the date of grant shall become immediately exercisable for a period ending on the earlier than six months from the Grant Date as a result of the Employee's Disability fixed expiration date of the OPTION or Retirementtwelve (12) months after the date of death, unless after which period the Employee retires prior to his normal retirement date under conditions determined by the Committee OPTION shall expire. For purposes hereof, "retirement" shall be deemed to be adverse to "normal retirement" if the Corporation, or OPTIONEE is at least 65 years of age and has completed at least five (5) consecutive years of employment with the Employee does not sign a release of claims satisfactory to the Corporation, the Option shall become exercisable immediately prior to the End of Business on COMPANY at the date the Employee's employment terminates for the purchase of the full number of Common Shares specified in Section 1 of the Agreement less the number of Common Shares with respect to which the Option has previously been exercised. If the Employee's employment is terminated for Cause, all Options granted to the Employee which are then outstanding shall be forfeited as of the effective time of such termination but in no event later than the End of Business on such termination date. Any portion of the Option which is not exercisable on the date the Employee's employment terminates for any reason other than death, Disability, or Retirement shall expire at the End of Business on such termination date. Any portion of the Option which did not expire on the date the Employee's employment terminates and which is not exercised within the period established under this Section 4 shall expire following the End of Business on the last day on which the Option could have been exercisedretirement.

Exercise After Termination of Employment. If the Employee shall cease to be employed by the Corporation or a Subsidiary other than by reason of death, Disability (as defined in the Plan), Retirement (as defined in the Plan) or the Employee's termination for Cause (as defined in the Plan), the Option shall remain exercisable, to the extent exercisable on the date of such termination, until the End of Business on the earlier of the Termination Date or the date which is one month after the day his employment ends. If the Employee's employment shall terminate due to Disability or Retirement, the Option shall remain exercisable, to the extent exercisable on the date of the Employee's termination of employment, until the End of Business on the earlier of the Termination Date or the fifth anniversary of the date of such termination of employment; provided, however, that, in the event the Employee's employment with the Corporation terminates not earlier than six months from the Grant Date as a result of the Employee's Disability or Retirement, unless retirement on or after the Employee retires prior to his Employee's normal retirement date under conditions determined by the Committee to be adverse to the Corporationdate, or the Employee does not sign a release of claims satisfactory to the Corporation, the Option shall become exercisable immediately prior to the End of Business on the date the Employee's employment terminates the Option shall become exercisable for the purchase of the full number of Common Shares specified in Section 1 of the Agreement less the number of Common Shares with respect to which the Option has previously been exercised. If the Employee's employment is terminated for Cause, all Options granted to the Employee which are then outstanding shall be forfeited as of the effective time of such termination but in no event later than the End of Business on such termination date. Any portion of the Option which is not exercisable on the date the Employee's employment terminates for any reason other than death, Disability, or Retirement retirement on or after the Employee's normal retirement date shall expire at the End of Business on such termination date. Any portion of the Option which did not expire on the date the Employee's employment terminates and which is not exercised within the period established under this Section 4 shall expire following the End of Business on the last day on which the Option could have been exercised.

Exercise After Termination of Employment. If the Employee shall cease to be employed by the Corporation or a Subsidiary other than by reason of death, Disability (as defined in the Plan), Retirement (as defined in the Plan) or the Employee's ’s termination for Cause (as defined in the Plan), the Option shall remain exercisable, to the extent exercisable on the date of such termination, until the End of Business on the earlier of the Termination Date or the date which is one month after the day his employment ends. If the Employee's ’s employment shall terminate due to Disability or Retirement, the Option shall remain exercisable, to the extent exercisable on the date of the Employee's ’s termination of employment, until the End of Business on the earlier of the Termination Date or the fifth anniversary of the date of such termination of employment; provided, however, that, in the event the Employee's ’s employment with the Corporation terminates not earlier than six months from the Grant Date as a result of the Employee's ’s Disability or Retirement, unless the Employee retires prior to his normal retirement date Normal Retirement Date, as defined under the Pxxxxx Dodge Retirement Plan (or any successor plan thereof) under conditions determined by the Committee to be adverse to the Corporation, Corporation or the Employee does not sign a release of claims satisfactory to the Corporation, the Option shall become exercisable immediately prior to the End of Business on the date the Employee's ’s employment terminates for the purchase of the full number of Common Shares specified in Section 1 of the Agreement less the number of Common Shares with respect to which the Option has previously been exercised. If the Employee's ’s employment is terminated for Cause, all Options granted to the Employee which are then outstanding shall be forfeited as of the effective time of such termination but in no event later than the End of Business on such termination date. Any portion of the Option which is not exercisable on the date the Employee's ’s employment terminates for any reason other than death, Disability, or Retirement shall expire at the End of Business on such termination date. Any portion of the Option which did not expire on the date the Employee's ’s employment terminates and which is not exercised within the period established under this Section 4 shall expire following the End of Business on the last day on which the Option could have been exercised.

Exercise After Termination of Employment. If the Employee shall cease to be employed by the Corporation or a Subsidiary other than by reason of death, Disability (as defined in the Planbelow), Retirement (as defined in the Plan) or the Employee's termination for Cause (as defined in the Plan), the Option shall remain exercisable, to the extent exercisable on the date of such termination, until the End of Business on the earlier of the Termination Date or the date which is one month after the day his employment ends. If the Employee's employment shall terminate due to Disability or Retirement, the Option shall remain exercisable, to the extent exercisable on the date of the Employee's termination of employment, until the End of Business on the earlier of the Termination Date or the fifth anniversary of the date of such termination of employment; provided, however, that, in the event the Employee's employment with the Corporation terminates not earlier than six months from the Grant Date as a result of the Employee's Disability or Retirement, unless the Employee retires prior to his normal retirement date under conditions determined by the Committee to be adverse to the Corporation, or the Employee does not sign a release of claims satisfactory to the Corporation, the Option shall become exercisable immediately prior to the End of Business on the date the Employee's employment terminates the Option shall become exercisable for the purchase of the full number of Common Shares specified in Section 1 of the Agreement less the number of Common Shares with respect to which the Option has and the Rights have previously been exercised. Disability means the inability of a Participant to perform his duties for a period of at least 180 days due to mental or physical infirmity, as determined pursuant to the Corporation's policies. If the Employee's employment is terminated for Cause, all Options granted to the Employee which are then outstanding shall be forfeited as of the effective time of such termination but in no event later than the End of Business on such termination date. Any portion of the Option or the Rights which is not exercisable on the date the Employee's employment terminates for any reason other than death, Disability, or Approved Retirement shall expire at the End of Business on such termination date. Any portion of the Option which did not expire on the date the Employee's employment terminates and which is not exercised within the period established under this Section 4 shall expire following the End of Business on the last day on which the Option could have been exercised. Following termination of the Employee's employment for any reason (including death), the Rights (i) shall remain outstanding with respect to that number of Common Shares as to which the Option is exercisable, (ii) will become exercisable pursuant to Section 2 as to that number of Common Shares as to which the Option is then exercisable if a Transaction occurs while the Option remains exercisable and (iii) shall expire at the same time as the Option expires.

Exercise After Termination of Employment. If the Employee shall cease to be employed by the Corporation or a Subsidiary other than by reason of death, Disability (as defined in the Plan), Retirement (as defined in the Plan) or the Employee's termination for Cause (as defined in the Plan), the Reload Option shall remain exercisable, to the extent exercisable on the date of such termination, until the End of Business on the earlier of the Termination Date or the date which is one month after the day his employment ends. If the Employee's employment shall terminate due to Disability or Retirement, the Reload Option shall remain exercisable, to the extent exercisable on the date of the Employee's termination of employment, until the End of Business on the earlier of the Termination Date or the fifth anniversary of the date of such termination of employment; provided, however, that, in the event the Employee's employment with the Corporation terminates not earlier than six months from the Grant Date as a result of the Employee's Disability or Retirement, unless the Employee retires prior to his normal retirement date under conditions determined by the Committee to be adverse to the Corporation, or the Employee does not sign a release of claims satisfactory to the Corporation, the Option shall become exercisable immediately prior to the End of Business on the date the Employee's employment terminates for the purchase of the full number of Common Shares specified in Section 1 of the Agreement less the number of Common Shares with respect to which the Option has previously been exercised. If the Employee's employment is terminated for Cause, all Reload Options granted to the Employee which are then outstanding shall be forfeited as of the effective time of such termination but in no event later than the End of Business on such termination date. Any portion of the Reload Option which is not exercisable on the date the Employee's employment terminates for any reason other than death, Disability, or Retirement retirement on or after the Employee's normal retirement date shall expire at the End of Business on such termination date. Any portion of the Reload Option which did not expire on the date the Employee's employment terminates and which is not exercised within the period established under this Section 4 shall expire following the End of Business on the last day on which the Reload Option could have been exercised.