Common use of Exercise Period Upon Retirement Clause in Contracts

Exercise Period Upon Retirement. If the Optionee retires (as defined below) prior to the Expiration Date while he or she is an Eligible Optionee, and the Company or its Affiliate has not terminated such relationship for “cause” as specified in paragraph (g) below, this Option shall (i) continue to vest after the date of such retirement in accordance with the schedule described in Section 3(a) above for a period that encompass (and until) the occurrence of the second vesting date following the date of such retirement (the “Extended Vesting Date”) and (ii) to the extent vested as of the Extended Vesting Date, remain exercisable until the 90th day following the Extended Vesting Date (but in no event after the Expiration Date). Notwithstanding anything in this Agreement that may be to the contrary, in the event the Optionee dies or becomes disabled (as defined above) at a time after the Optionee’s retirement but before the Extended Vesting Date, then this Option shall immediately vest and become exercisable with respect to all Shares underlying this Option as of the date of the Optionee’s death or disability. “Retire” and “retirement” shall mean retirement at or after the attainment of age 60, provided that the Optionee has been an employee of the Company or its Affiliate for at least 10 years as of the date of the Optionee’s termination date, not including any years during which the Optionee was employed by a company that was acquired by or merged with the Company or its Affiliate, and provided further that the Optionee shall be eligible to retire under the terms of this Agreement if the Optionee has provided the Company written notice of such retirement in the form required by the Company at least six months prior to the Optionee’s anticipated termination date due to retirement. The Company shall determine in good faith and in the exercise of its discretion whether the Optionee’s termination of employment constitutes “retirement” under the terms of this Agreement, and such determination by the Company shall be final, binding and conclusive.

Exercise Period Upon Retirement. If the Optionee retires (as defined below) prior to the Expiration Date while he or she is an Eligible Optionee, and the Company or its Affiliate has not terminated such relationship for “cause” as specified in paragraph (g) below, this Option shall (i) to the extent the date of such retirement occurs on or after the first vesting date set forth on the opposite side of this Agreement, continue to vest after the date of such retirement in accordance with the schedule described in Section 3(a) above for a period that encompass (and until) the occurrence of the second vesting date following the date of such retirement (the “Extended Vesting Date”) and (ii) to the extent vested as of the Extended Vesting Datevested, remain exercisable until the 90th day 3 year anniversary date following the Extended Vesting Date date of retirement of the Optionee (but in no event after the Expiration Date). Notwithstanding anything in this Agreement that may be to the contrary, in the event the Optionee dies or becomes disabled (as defined above) at a time after the Optionee’s retirement but before the Extended Vesting Date, then this Option shall immediately vest and become exercisable with respect to all Shares underlying this Option as of the date of the Optionee’s death or disability. “Retire” and “retirement” shall mean retirement at or after the attainment of age 60, provided that the Optionee has been an employee of the Company or its Affiliate for at least 10 years as of the date of the Optionee’s termination date, not including any years during which the Optionee was employed by a company that was acquired by or merged with the Company or its AffiliateCompany, and provided further that the Optionee shall be eligible to retire under the terms of this Agreement if the Optionee has provided the Company written notice of such retirement in the form required by the Company at least six months prior to the Optionee’s anticipated termination date due to retirement. The Notwithstanding anything herein to the contrary, the Board or the Compensation Committee of the Board may waive at any time the requirement that the Optionee provide at least six-months’ prior written notice of retirement in a form required by the Company shall determine in good faith and in the exercise of its discretion whether the Optionee’s termination of employment constitutes “retirement” to be eligible to retire under the terms of this Agreement, and such determination by the Company shall be final, binding and conclusive.

Exercise Period Upon Retirement. If the Optionee retires (as defined below) prior to the Expiration Date while he or she is an Eligible Optionee, and the Company or its Affiliate has not terminated such relationship for “cause” as specified in paragraph (g) below, this Option shall (i) to the extent the date of such retirement occurs on or after the first vesting date set forth on the opposite side of this Agreement, continue to vest after the date of such retirement in accordance with the schedule described in Section 3(a) above for a period that encompass (and until) the occurrence of the second vesting date following the date of such retirement (the “Extended Vesting Date”) and (ii) to the extent vested as of the Extended Vesting Datevested, remain exercisable until the 90th day 3 year anniversary date following the Extended Vesting Date date of retirement of the Optionee (but in no event after the Expiration Date). Notwithstanding anything in this Agreement that may be to the contrary, in the event the Optionee dies or becomes disabled (as defined above) at a time after the Optionee’s retirement but before the Extended Vesting Date, then this Option shall immediately vest and become exercisable with respect to all Shares underlying this Option as of the date of the Optionee’s death or disability. “Retire” and “retirement” shall mean retirement at or after the attainment of age 60, provided that the Optionee has been an employee of the Company or its Affiliate for at least 10 years as of the date of the Optionee’s termination date, not including any years during which the Optionee was employed by a company that was acquired by or merged with the Company or its AffiliateCompany, and provided further that the Optionee shall be eligible to retire under the terms of this Agreement if the Optionee has provided the Company written notice of such retirement in the form required by the Company at least six months prior to the Optionee’s anticipated termination date due to retirement. The Notwithstanding anything herein to the contrary, any of the Chief Executive Officer, the Chief Human Resources Officer or the General Counsel of the Company shall determine may waive at any time the requirement that the Optionee provide at least six-months’ prior written notice of retirement in good faith and in a form required by the exercise of its discretion whether the Optionee’s termination of employment constitutes “retirement” Company to be eligible to retire under the terms of this Agreement, and unless the Optionee is an officer (within the meaning of Rule 16b-7 under the Exchange Act) of the Company, or otherwise reports directly to the Chief Executive Officer of the Company; only the Board or the Compensation Committee of the Board may grant such determination by a waiver to the Optionee if the Optionee is an officer of the Company shall be final, binding and conclusiveor a direct report of the Chief Executive Officer at the time of such waiver.