Common use of Exercise Upon Termination of Employment Clause in Contracts

Exercise Upon Termination of Employment. If the Participant's employment with the Company and all subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with its terms. If the Participant's service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case of disability or retirement, 36 months after the date of termination of service, and in the case of death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire on the earlier of the 90th day after the date of the Participant's termination or the date the Option expires by its terms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supersede any inconsistent or contrary provision of this Section 4.

Exercise Upon Termination of Employment. If the Participant's ’s employment with the Company and all subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until the earlier of (i) the Option's ’s Expiration Date, Date and (ii) in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 retirement, 36 months after the date of such termination, and in the case of termination due to death, 12 months after the date of such termination. In any such case, the Participant's ’s concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's ’s employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's ’s service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with its terms. If the Participant's ’s service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement disability or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability)retirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case of termination due to disability or retirement, 36 months after the date of termination of service, and in the case of termination of service due to death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement disability or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability)retirement, the Option shall expire on the earlier of the 90th day after the date of the Participant's ’s termination or the date the Option expires by its terms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's ’s long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's ’s termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 70 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supersede supercede any inconsistent or contrary provision of this Section 4.

Exercise Upon Termination of Employment. If the Participant's Optionee’s employment with the Company and all subsidiaries affiliates terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's service on the Board continues thereafter, the Option shall continue to vest expire on the date of such termination, and remain no portion shall be exercisable in accordance with its termsafter the date of such termination. If the Participant's service on Optionee’s employment with the Board subsequently terminates, then (i) if the termination of service is Company and all affiliates terminates due to death, retirement death or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case first anniversary of disability or retirement, 36 months after the date of termination of service, and in the case of death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire on the earlier of the 90th day after the date of the Participant's Optionee’s termination of employment, or the date the Option expires by its terms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such terminationterms. For purposes of this Section 4, (i) purpose “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while months. If the Participant is employed, means the Participant's termination from Optionee’s employment with the Company and all subsidiaries without cause (as determined by affiliates terminates due to retirement, the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise outstanding portion of the Option shall supersede any inconsistent become fully vested on such date if so provided in the table set forth below and the vested portion of the Option shall continue to be exercisable until the earlier of the date specified in the table or contrary provision the date the Option expires by its terms. For this purpose, “retirement” means the Optionee’s termination without cause on or after the date on which the Optionee (i) has completed five years of this Section 4.credited service and (ii) either (A) has attained age 65 or (B) has attained age 55 and the sum of his age and credited service (his “points”) equals or exceeds 60. Age or Points Vesting Exercise Date Age 65 or 70 or more points All unvested options vest 10 years following termination of employment 65-69 points All unvested options vest 5 years following termination of employment 60-64 points All unvested options expire 1 year following termination of employment

Exercise Upon Termination of Employment. If the Participant's employment with the Company and all subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's ’s employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with its terms. If the Participant's service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding vested portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case of disability or retirement, 36 months after the date of termination of service, and in the case of death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire on the earlier of the 90th day after the date of the Participant's ’s termination or the date the Option expires by its terms and (iii) if terms. The portion of the Option not vested as of the date of such termination of service employment shall expire as of such date and shall not be exercisable. If the Participant’s employment with the Company and all subsidiaries terminates due to death, disability or retirement, the then vested portion of the Option shall continue to be exercisable until the earlier of one year after the date of the Participant’s termination or the date the Option expires by its terms. The portion of the Option not vested as of the date of such termination of employment shall expire as of such date and shall not be exercisable. If the Participant’s employment with the Company and all subsidiaries is terminated by the Company for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of servicetermination, and no portion shall be exercisable after the date of such termination. For purposes of this Section 4, (iA) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's ’s long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's ’s termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supersede any inconsistent or contrary provision of this Section 4.

Exercise Upon Termination of Employment. If the Participant's Optionee’s employment with the Company and all subsidiaries affiliates terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirementretirement (as defined below), and in connection therewith the Participant's Optionee’s service on the Board continues thereafterterminates, the Option shall continue expire on the date of such termination of employment, and no portion shall be exercisable after the date of such termination. In the event of the Optionee’s death, or in the event the Optionee’s employment with the Company and all affiliates terminates due to vest disability or retirement and remain exercisable in accordance with its terms. If the Participant's connection therewith his service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of employment, or the date the Option expires by its terms. (AFull vesting of an Incentive Stock Option may result in all or part of the Option being treated as a Non-Qualified Stock Option in accordance with Section 8.4(a) of the Expiration Date Plan.) In the event the Optionee’s employment with the Company and (B) in the case of all affiliates terminates for any reason other than death, disability or retirement, 36 months after and the Optionee’s service on the Board continues thereafter, the outstanding portion of the Option shall continue to vest and remain exercisable in accordance with the Option letter. If the Optionee’s service on the Board subsequently terminates, then (i) if the termination of service is due to death or disability, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of service, and in the case of death, 12 months after service or the date of termination of servicethe Option expires by its terms, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets retirement, the definition outstanding portion of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire continue to vest and remain exercisable in the same manner and to the same extent as if the Optionee had continued service on the earlier of the 90th day after the date of the Participant's termination or the date the Option expires by its terms Board, and (iii) if the termination of service is for cause (as determined by any reason other than death, disability or retirement, the Committee in its sole discretion), outstanding portion of the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such terminationtermination of service. For purposes of this Section 4, (i) “disability” (A) while In the Participant is employed, has event the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from Optionee’s employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 affiliates terminates due to disability or older or 55 or older with 10 years of service with the Company and its subsidiariesretirement, and (B) while the Participant is a Non-Employee Director, means termination of Optionee’s service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to continues thereafter, the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise outstanding portion of the Option shall supersede become fully vested on such date and remain exercisable in accordance with the Option letter. If the Optionee’s service on the Board subsequently terminates, then (i) if the termination of service is due to death or disability, the outstanding portion of the Option shall continue to be exercisable until the earlier of the first anniversary of the Optionee’s termination of service or the date the Option expires by its terms; (ii) if the termination of service is due to retirement, the outstanding portion of the Option shall remain exercisable in the same manner and to the same extent as if the Optionee had continued service on the Board; and (iii) if the termination of service is for any inconsistent reason other than death, disability or contrary provision retirement, the outstanding portion of this Section 4the Option shall expire on the later of the date of the Optionee’s termination of service or the first anniversary of the date of the Optionee’s termination of employment, but in no event later than the date the Option expires by its terms, and no portion of the Option shall be exercisable after the date of such expiration.

Exercise Upon Termination of Employment. If In the Participantevent the Optionee's employment with the Company terminates for any reason other than death or disability (as defined below), and all subsidiaries terminates due to deathin connection therewith the Optionee's service on the Board terminates, the Option shall expire on the date of such termination of employment, and no portion shall be exercisable after the date of such termination. In the event of the Optionee's death or disability or retirementduring employment with the Company, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue that is not forfeited pursuant to be exercisable until (iSection 4(a) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with its terms. If the Participant's service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option above shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case first anniversary of disability or retirement, 36 months after the date of termination of service, and in the case of death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire on the earlier of the 90th day after the date of the ParticipantOptionee's termination death or disability, or the date the Option expires by its terms terms. In the event the Optionee's employment with the Company terminates for any reason other than death or disability, and the Optionee's service on the Board continues thereafter, the outstanding portion of the Option that is not forfeited pursuant to Section 4(a) above shall continue to vest and remain exercisable in accordance with Section 4(b). If the Optionee's service on the Board subsequently terminates, then (a) if the termination of service is due to retirement, the outstanding portion of the Option that is not forfeited pursuant to Section 4(a) above shall continue to vest and remain exercisable in the same manner and to the same extent as if the Optionee had continued his service on the Board, (b) if the termination of service is due to death or disability, the outstanding portion of the Option that is not forfeited pursuant to Section 4(a) above shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee's death or disability, or the date the Option expires by its terms, and (iiic) if the termination of service is for cause (as determined by the Committee in its sole discretion)any reason other than death or disability, the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supersede any inconsistent or contrary provision of this Section 4.

Exercise Upon Termination of Employment. If the Participant's Optionee’s employment with the Company and all subsidiaries affiliates terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirementretirement (as defined below), and in connection therewith the Participant's Optionee’s service on the Board continues thereafterterminates, the Option shall continue expire on the date of such termination of employment, and no portion shall be exercisable after the date of such termination. In the event of the Optionee’s death, or in the event the Optionee’s employment with the Company and all affiliates terminates due to vest disability or retirement and remain exercisable in accordance with its terms. If the Participant's connection therewith his service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of employment, or the date the Option expires by its terms. (AFull vesting of an Incentive Stock Option may result in all or part of the Option being treated as a Non-Qualified Stock Option in accordance with Section 6.4(a) of the Expiration Date Plan.) In the event the Optionee’s employment with the Company and (B) in the case of all affiliates terminates for any reason other than death, disability or retirement, 36 months after and the Optionee’s service on the Board continues thereafter, the outstanding portion of the Option shall continue to vest and remain exercisable in accordance with the Option letter. If the Optionee’s service on the Board subsequently terminates, then (i) if the termination of service is due to death or disability, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of service, and in the case of death, 12 months after service or the date of termination of servicethe Option expires by its terms, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets retirement, the definition outstanding portion of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire continue to vest and remain exercisable in the same manner and to the same extent as if the Optionee had continued service on the earlier of the 90th day after the date of the Participant's termination or the date the Option expires by its terms Board, and (iii) if the termination of service is for cause (as determined by any reason other than death, disability or retirement, the Committee in its sole discretion), outstanding portion of the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such terminationtermination of service. For purposes of this Section 4, (i) “disability” (A) while In the Participant is employed, has event the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from Optionee’s employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 affiliates terminates due to disability or older or 55 or older with 10 years of service with the Company and its subsidiariesretirement, and (B) while the Participant is a Non-Employee Director, means termination of Optionee’s service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to continues thereafter, the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise outstanding portion of the Option shall supersede become fully vested on such date and remain exercisable in accordance with the Option letter. If the Optionee’s service on the Board subsequently terminates, then (i) if the termination of service is due to death or disability, the outstanding portion of the Option shall continue to be exercisable until the earlier of the first anniversary of the Optionee’s termination of service or the date the Option expires by its terms; (ii) if the termination of service is due to retirement, the outstanding portion of the Option shall remain exercisable in the same manner and to the extent as if the Optionee had continued service on the Board; and (iii) if the termination of service is for any inconsistent reason other than death, disability or contrary provision retirement, the outstanding portion of this Section 4the Option shall expire on the later of the date of the Optionee’s termination of service or the first anniversary of the date of the Optionee’s termination of employment, but in no event later than the date the Option expires by its terms, and no portion of the Option shall be exercisable after the date of such expiration.

Exercise Upon Termination of Employment. If the ParticipantOptionee's employment with the Company and all subsidiaries affiliates terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirementretirement (as defined below), and in connection therewith the ParticipantOptionee's service on the Board continues thereafterterminates, the then vested portion of the Option shall continue to vest and remain be exercisable in accordance with until the earlier of the 90th day after the date of such termination of employment or the date the Option expires by its terms. If In the Participantevent of the Optionee's death or disability during employment with the Company or any affiliate, or in the event of the Optionee's retirement, and in connection therewith his service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case first anniversary of disability or retirement, 36 months after the date of termination of service, and in the case of Optionee's death, 12 months after disability or retirement or the date of termination of service, (ii) if the termination of service is without cause (as determined Option expires by its terms. In the Committee in its sole discretion) event the Optionee's employment with the Company and all affiliates terminates for any reason other than death, retirement disability or retirement, and the ParticipantOptionee's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided service on the Board of Directors concurs that there is a disability)continues thereafter, the Option shall expire continue to vest and remain exercisable in accordance with the Option letter. If the Optionee's service on the Board subsequently terminates, then (i) if termination is due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee's death, disability or retirement or the date the Option expires by its terms, and (ii) if the termination is for any reason other than death, disability or retirement, the then vested portion of the Option shall continue to be exercisable until the earlier of the 90th day after the date of the Participant's such termination or the date the Option expires by its terms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supersede any inconsistent or contrary provision of this Section 4terms.

Exercise Upon Termination of Employment. If the Participant's employment with the Company and all subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with its terms. If the Participant's service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement disability or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability)retirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case of termination due to disability or retirement, 36 months after the date of termination of service, and in the case of termination of service due to death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement disability or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability)retirement, the Option shall expire on the earlier of the 90th day after the date of the Participant's termination or the date the Option expires by its terms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 70 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supersede supercede any inconsistent or contrary provision of this Section 4.

Exercise Upon Termination of Employment. If Except as set forth in Section 6 below, if the Participant's Optionee’s employment with the Company and all subsidiaries affiliates terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirementretirement (as defined below), and in connection therewith the Participant's Optionee’s service on the Board continues thereafterterminates, the then vested portion of the Option shall continue to vest and remain be exercisable in accordance with until the earlier of the 90th day after the date of such termination of employment or the date the Option expires by its terms. If In the Participant's event of the Optionee’s death or disability during employment with the Company or any affiliate, or in the event of the Optionee’s retirement, and in connection therewith his service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case first anniversary of disability or retirement, 36 months after the date of termination of service, and in the case of Optionee’s death, 12 months after disability or retirement or the date of termination of service, (ii) if the termination of service is without cause (as determined Option expires by its terms. In the Committee in its sole discretion) event the Optionee’s employment with the Company and all affiliates terminates for any reason other than death, retirement disability or retirement, and the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided Optionee’s service on the Board of Directors concurs that there is a disability)continues thereafter, the Option shall expire continue to vest and remain exercisable in accordance with the Option letter. If the Optionee’s service on the Board subsequently terminates, then (i) if termination is due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s death, disability or retirement or the date the Option expires by its terms, and (ii) if the termination is for any reason other than death, disability or retirement, the then vested portion of the Option shall continue to be exercisable until the earlier of the 90th day after the date of the Participant's such termination or the date the Option expires by its terms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supersede any inconsistent or contrary provision of this Section 4terms.

Exercise Upon Termination of Employment. If the Participant's ’s employment with the Company and all subsidiaries terminates for any reason other than death, disability or retirement, and in connection therewith his service on the Board terminates, the Option shall expire on the date of such termination, and no portion shall be exercisable after the date of such termination. If the Participant’s employment with the Company and all subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until the earlier of (i) the Option's ’s Expiration Date, Date and (ii) in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 retirement, 36 months after the date of such termination, and in the case of termination due to death, 12 months after the date of such termination. In any such case, the Participant's ’s concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's ’s employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's ’s service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with its terms. If the Participant's ’s service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement disability or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability)retirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case of termination due to disability or retirement, 36 months after the date of termination of service, and in the case of termination of service due to death, 12 months after the date of termination of service, service and (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement disability or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire on the earlier of the 90th day after the date of the Participant's termination or the date the Option expires by its terms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion)retirement, the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's ’s long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's ’s termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 70 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supersede supercede any inconsistent or contrary provision of this Section 4.

Exercise Upon Termination of Employment. If the Participant's Optionee’s employment with the Company and all subsidiaries affiliates terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's service on the Board continues thereafter, the Option shall continue to vest expire on the date of such termination, and remain no portion shall be exercisable in accordance with its termsafter the date of such termination. If the Participant's service on Optionee’s employment with the Board subsequently terminates, then (i) if the termination of service is Company and all affiliates terminates due to death, retirement death or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in the case first anniversary of disability or retirement, 36 months after the date of termination of service, and in the case of death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire on the earlier of the 90th day after the date of the Participant's Optionee’s termination of employment, or the date the Option expires by its terms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such terminationterms. For purposes of this Section 4, (i) purpose “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while months. If the Participant is employed, means the Participant's termination from Optionee’s employment with the Company and all subsidiaries without cause (as determined by affiliates terminates due to retirement, the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise outstanding portion of the Option shall supersede any inconsistent become fully vested on such date if so provided in the table set forth below and the vested portion of the Option shall continue to be exercisable until the earlier of the date specified in the table or contrary provision the date the Option expires by its terms. For this purpose, “retirement” means the Optionee’s termination without cause on or after the date on which the Optionee (i) has completed five years of this Section 4.credited service and (ii) either (A) has attained age 65 or (B) has attained age 55 and the sum of his age and credited service (his “points”) equals or exceeds 60. Age 65 or 70 or more points All unvested options vest 10 years following termination of employment 65-69 points All unvested options vest 5 years following termination of employment 60-64 points All unvested options expire 1 year following termination of employment

Exercise Upon Termination of Employment. If the Participant's Optionee’s employment with the Company and all subsidiaries affiliates terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirementretirement (as defined below), and in connection therewith the Participant's Optionee’s service on the Board continues thereafterterminates, the Option shall continue to vest expire on the date of such termination of employment, and remain no portion shall be exercisable after the date of such termination. In the event of the Optionee’s death or disability during employment with the Company or any affiliate, or in accordance with its terms. If the Participant's event of the Optionee’s retirement and in connection therewith his service on the Board subsequently terminates, then (i) if the termination of service is due to death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the Expiration Date and (B) in first anniversary of the case date of the Optionee’s death, disability or retirement, 36 months after the date of termination of service, and in the case of death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire on the earlier of the 90th day after the date of the Participant's termination or the date the Option expires by its terms terms. In the event the Optionee’s employment with the Company and all affiliates terminates for any reason other than death, disability or retirement, and the Optionee’s service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with the Option letter. If the Optionee’s service on the Board subsequently terminates, then (i) if termination is due to retirement, the Option shall continue to vest and remain exercisable in the same manner and to the same extent as if the Optionee had continued his service on the Board, (ii) if the termination is due to death or disability, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s death or disability, and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion)any reason other than death, disability or retirement, the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months and (ii) “retirement” (A) while the Participant is employed, means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise of the Option shall supersede any inconsistent or contrary provision of this Section 4.