Common use of Exercise Upon Termination of Employment Clause in Contracts

Exercise Upon Termination of Employment. In the event the Optionee's employment with the Company terminates for any reason other than death or disability (as defined below), and in 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 during employment with the Company, 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. 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 (c) if the termination of service is for 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.

Exercise Upon Termination of Employment. In the event If the Optionee's ’s employment with the Company and all affiliates terminates for any reason other than death death, disability or disability retirement (as defined below), and in connection therewith the Optionee's ’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 ’s death, or disability during in the event the Optionee’s employment with the CompanyCompany and all affiliates terminates due to disability or retirement and in connection therewith his service on the Board terminates, 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’s termination of employment, or the date the Option expires by its terms. (Full 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 Plan.) In the event the Optionee's ’s employment with the Company and all affiliates terminates for any reason other than death death, disability or disabilityretirement, and the Optionee's ’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)the Option letter. If the Optionee's ’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, (bi) 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, ’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 continue to vest and remain exercisable in the same manner and to the same extent as if the Optionee had continued service on the Board, and (ciii) if the termination of service is for any reason other than death death, disability or disabilityretirement, the 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. In the event the Optionee’s employment with the Company and all affiliates terminates due to disability or retirement, and the Optionee’s service on the Board continues thereafter, the outstanding portion of the Option shall 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 reason other than death, disability or retirement, the outstanding portion of the 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. In If the event the OptioneeParticipant's employment with the Company and all subsidiaries terminates for any reason other than death due to death, disability or disability (as defined below), and in 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 during employment with the Companyretirement, the outstanding portion of the Option that 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 not forfeited pursuant due to Section 4(a) above 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 (A) the first anniversary 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, disability or retirement, the Option shall expire on the earlier of the 90th day after the date of the OptioneeParticipant's death or disability, termination or the date the Option expires by its 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, terms and (ciii) if the termination of service is for any reason other than death or disabilitycause (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 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 supercede any inconsistent or contrary provision of this Section 4.

Exercise Upon Termination of Employment. In If the event the Optionee's Participant’s employment with the Company and all subsidiaries terminates for any reason other than death death, disability or disability (as defined below)retirement, and in connection therewith the Optionee's his service on the Board terminates, the Option shall expire on the date of such termination of employmenttermination, and no portion shall be exercisable after the date of such termination. In If the event of the Optionee's death or disability during Participant’s employment with the CompanyCompany and all subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option that shall become fully vested on such date. The Option shall continue to be exercisable until the earlier of (i) the Option’s Expiration Date and (ii) in the case of termination due to disability or 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 such 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 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 not forfeited pursuant due to Section 4(a) above 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 (A) the first anniversary Expiration Date and (B) in the case of termination due to disability or retirement, 36 months after the date of the Optionee's death or disability, or the date the Option expires by its terms. In the event the Optionee's employment with the Company terminates for any reason other than death or disabilitytermination of service, and in the Optionee's service on the Board continues thereafter, the outstanding portion case 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 retirementdeath, 12 months after the outstanding portion date 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 (cii) if the termination of service is for any reason other than death death, disability or disabilityretirement, 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 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 supercede any inconsistent or contrary provision of this Section 4.

Exercise Upon Termination of Employment. In the event If the Optionee's employment with the Company and all affiliates terminates for any reason other than death death, disability or disability retirement (as defined below), and in connection therewith the Optionee's service on the Board terminates, the then vested portion of the Option shall expire on continue to be exercisable until the earlier of the 90th day after the date of such termination of employment, and no portion shall be exercisable after employment or the date of such terminationthe Option expires by its terms. In the event of the Optionee's death or disability during employment with the CompanyCompany or any affiliate, or in the event of the Optionee's retirement, and in connection therewith his service on the Board terminates, 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 death, disability or disability, retirement or the date the Option expires by its terms. In the event the Optionee's employment with the Company and all affiliates terminates for any reason other than death death, disability or disabilityretirement, 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)the Option letter. If the Optionee's service on the Board subsequently terminates, then (ai) if the termination of service is due to death, disability or 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 death, disability or disability, retirement or the date the Option expires by its terms, and (cii) if the termination of service is for any reason other than death death, disability or disabilityretirement, the then vested portion of the Option shall expire on continue to be exercisable until the earlier of the 90th day after the date of such termination of service, and no portion shall be exercisable after or the date of such terminationthe Option expires by its terms.

Exercise Upon Termination of Employment. In the event If the Optionee's ’s employment with the Company and all affiliates terminates for any reason other than death death, disability or disability retirement (as defined below), and in connection therewith the Optionee's ’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 ’s death, or disability during in the event the Optionee’s employment with the CompanyCompany and all affiliates terminates due to disability or retirement and in connection therewith his service on the Board terminates, 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’s termination of employment, or the date the Option expires by its terms. (Full 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 Plan.) In the event the Optionee's ’s employment with the Company and all affiliates terminates for any reason other than death death, disability or disabilityretirement, and the Optionee's ’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)the Option letter. If the Optionee's ’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, (bi) 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, ’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 continue to vest and remain exercisable in the same manner and to the same extent as if the Optionee had continued service on the Board, and (ciii) if the termination of service is for any reason other than death death, disability or disabilityretirement, the 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. In the event the Optionee’s employment with the Company and all affiliates terminates due to disability or retirement, and the Optionee’s service on the Board continues thereafter, the outstanding portion of the Option shall 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 reason other than death, disability or retirement, the outstanding portion of the 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.