Common use of Exercise of Option After Termination of Employment Clause in Contracts

Exercise of Option After Termination of Employment. If the -------------------------------------------------- Optionholder's employment with (a) the Company or (b) a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section 424(a) of the Code applies, is terminated for any reason, then the Option may be exercised for a period of ninety days (or in the case of death or disability, for a period of one year) after such termination of employment, but only to the extent that the Option shall have been vested in accordance with the terms and conditions hereof on the date of such termination, and upon the expiration of such ninety-day period following termination (or in the case of termination by death or disability, upon the expiration of such one-year period following termination), the Option immediately shall expire and may not be exercised. If the Optionholder's employment is terminated in any of the following manners: (i) by the Company without cause under the terms of any then-existing employment agreement with the Optionholder for a stated term of employment, (ii) by Optionholder's resignation due to a material breach of such employment agreement by the Company at a time when Optionholder is not in breach thereof, or (iii) by reason of the Optionholder's death or disability (any termination described in the foregoing clause (i), (ii) or (iii) being referred to as a "Measuring Termination"), then the most recently ended fiscal quarter of the Company shall be a "Measuring Date" for purposes of Section 11 hereof, whether or not such quarter end coincides with the fiscal year end of the Company. Notwithstanding the foregoing, no rights under the Option may be exercised after the Expiration Date, and any portion of the Option that is not vested on the date when employment terminates immediately shall expire on the date of employment termination and may not be exercised.

Exercise of Option After Termination of Employment. If the -------------------------------------------------- Optionholder's ’s employment with the Company (a) or a parent or subsidiary corporation of the Company or (b) a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section 424(a) of the Code applies) terminates, his rights hereunder shall be as follows: (a) If the Optionholder’s employment is terminated (i) voluntarily by the Optionholder before age 62 or (ii) by the Company for any reasonreason other than Cause (as defined below) or the Optionholder’s disability within the meaning of Section 22(e)(3) of the Code (“Disability”), then he may exercise only the rights that were exercisable at the time of such termination and only within 30 days after such termination. (b) If the Optionholder’s employment is terminated by the Company for Cause, this Option shall thereupon terminate and shall not be exercisable for any shares. (c) If the Optionholder’s employment terminates due to death, Disability or retirement at or after age 62, the Option will thereupon become exercisable in full and he or his Designated Beneficiary may be exercised for a period of ninety days (exercise the Option in whole or in the case of death or disability, for a period of one year) part at any time within two years after such termination of employment, but only to the extent that the Option shall have been vested in accordance with the terms and conditions hereof on the date of such termination, and upon the expiration of such ninety-day period following termination (or in the case of termination by death or disability, upon the expiration of such one-year period following termination), the Option immediately shall expire and may not be exercised. If the Optionholder's employment is terminated in any of the following manners: (i) by the Company without cause under the terms of any then-existing employment agreement with the Optionholder for a stated term of employment, (ii) by Optionholder's resignation due to a material breach of such employment agreement by the Company at a time when Optionholder is not in breach thereof, or (iii) by reason of the Optionholder's death or disability (any termination described in the foregoing clause (i), (ii) or (iii) being referred to as a "Measuring Termination"), then the most recently ended fiscal quarter of the Company shall be a "Measuring Date" for purposes of Section 11 hereof, whether or not such quarter end coincides with the fiscal year end of the Company. Notwithstanding the foregoing, no rights under the this Option may be exercised after the Expiration Dateexpiration of 10 years from the Date of Grant. For purposes of this section, and “Cause” means: (i) the Optionholder has been formally charged with engaging in a felony or in any other criminal offense that involves a violation of banking or securities laws, embezzlement, fraud, misappropriation of property, or any other crime involving dishonesty; (ii) the Optionholder’s willful failure to perform a substantial portion of the Option that is not vested on Optionholder’s responsibilities of employment, which failure continues, in the date when employment terminates immediately shall expire on reasonable judgment of the date Company, after written notice to the Optionholder; (iii) the Optionholder’s gross negligence or willful misconduct to the detriment of employment termination and may not be exercisedthe Company; or (iv) a material breach by the Optionholder of any of his obligations under any agreement with the Company.

Exercise of Option After Termination of Employment. If the -------------------------------------------------- Optionholder's employment with status as an employee of or consultant to (a) the Company Company, (b) an Affiliate, or (bc) a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section Section 424(a) of the Code applies, is terminated for any reason, then reason other than (a) as a result of a disability (within the Option may be exercised for a period meaning of ninety days (or in Section 22(e)(3) of the case of death or disability, for a period of one year) after such termination of employment, but only to the extent that the Option shall have been vested in accordance with the terms and conditions hereof on the date of such termination, and upon the expiration of such ninety-day period following termination (or in the case of termination by death or disability, upon the expiration of such one-year period following terminationCode), the Option immediately shall expire and may not be exercised. If the Optionholder's employment is terminated in any of the following manners: (ib) death, (c) by the Company without cause under the terms of any then-existing employment agreement with whether for Cause or not for Cause, or (d) by the Optionholder for Good Reason, the Optionholder may exercise the rights which were available to the Optionholder at the time of such termination only within one month following the date of termination. If such status is terminated (a) as a stated term result of employmenta disability, (iib) by Optionholder's resignation due to a material breach of such employment agreement by the Company at a time when Optionholder is not in breach thereoffor Cause, or (iiic) by reason the Optionholder for Good Reason, the Optionholder may exercise the rights which were available to the Optionholder at the time of such termination within six months following the date of termination. Upon the death of the Optionholder, his or her Designated Beneficiary shall have the right, at any time within 12 months after the date of death, to exercise in whole or in part any rights that were available to the Optionholder at the time of death. If an Optionholder's death employment or disability (any termination described in the foregoing clause (i), (ii) or (iii) being referred to as a "Measuring Termination"), then the most recently ended fiscal quarter of consulting relationship with the Company or any Affiliate is terminated for Cause, all such Optionholder's options shall terminate immediately and be a "Measuring Date" for purposes of Section 11 hereof, whether no further force or not such quarter end coincides with the fiscal year end of the Companyeffect. Notwithstanding the foregoing, no rights under the this Option may be exercised after the Expiration Date. The aforesaid one month, six month and any portion 12 month periods may be extended by the Committee in its sole discretion up to the Expiration Date of the Option that is option. Whether authorized leaves of absence or absence on military or governmental service may constitute termination for purposes of the Plan shall be conclusively determined by the Committee. Nothing in the Plan or in any option granted thereunder shall be deemed to give the Optionholder the right to continue his or her employment or consulting with the Company or any of its Affiliates or shall be deemed to interfere in any way with the right of the Company to terminate any Optionholder's employment or consulting relationship at any time and for any reason. Options granted under the Plan shall not vested on the date when employment terminates immediately shall expire on the date be affected by any change of employment termination or consulting among the Company and may not be exercisedits Affiliates so long as the Optionholder continues to have an employment or consulting relationship with the Company or one of its Affiliates.

Exercise of Option After Termination of Employment. If This Option is exercisable by the -------------------------------------------------- Optionholder's employment with Employee only while he is employed by the Company or a Subsidiary, subject to the following exceptions (or as authorized by the Committee): (a) If the Company or Employee dies while the Option is exercisable under the terms of this Agreement, the Employee's Beneficiary may exercise such rights, subject to the limitation in Subsection 3.1(b). The Option must be exercised within twelve (12) months after the Employee's death, and the Committee may in its discretion extend the Expiration Date of the Option to accommodate such exercise. (b) a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section 424(a) of the Code applies, is terminated for any reason, then the Option may be exercised for a period of ninety days (or in the case of death or disability, for a period of one year) after such termination of employment, but only to the extent that the Option shall have been vested in accordance with the terms and conditions hereof on the date of such termination, and upon the expiration of such ninety-day period following termination (or in the case of termination by death or disability, upon the expiration of such one-year period following termination), the Option immediately shall expire and may not be exercised. If the OptionholderEmployee's employment is terminated due to his permanent and total disability, as defined in any Section 22(c)(3) of the following manners: Code, the Employee may exercise the Option, subject to the limitation in Subsection 3.1(b), within twelve (i12) by months after Termination of Employment, but not later than the Company without cause under Option's Expiration Date. (c) If the terms of any then-existing Employee's employment agreement with the Optionholder for a stated term of employment, (ii) by Optionholder's resignation is terminated due to his retirement, the Employee may exercise the Option, subject to the limitations of Subsection 3.1(b), within sixty (60) months after Termination of Employment, but not later than the Option's Expiration Date. (d) If the Employee's employment is terminated due to his retirement at or after age fifty-five (55) and such Employee continues as a material breach of such employment agreement by the Company at a time when Optionholder is not in breach thereof, or (iii) by reason director of the Optionholder's death or disability Company, the Employee may exercise the Option to the same extent as he would be able to exercise it if he continued to be employed, until the earlier of two (any termination described in the foregoing clause (i), (ii2) or (iii) being referred years after he ceases to as be a "Measuring Termination"), then the most recently ended fiscal quarter director of the Company shall be a "Measuring Date" for purposes of Section 11 hereof, whether or not such quarter end coincides with the fiscal year end of the Company. Notwithstanding the foregoing, no rights under the Option may be exercised after the Option's Expiration Date. (e) If the Employee's employment is terminated other than for good cause or the reasons set forth in Subsections (a) through (d) above, and any portion the Employee may exercise the Option, subject to the limitations of Subsection 3.1(b), within three (3) months after Termination of Employment, but not later than the Option that is not vested on the date when employment terminates immediately shall expire on the date of employment termination and may not be exercisedOption's Expiration Date.