Common use of Exercise Upon Termination of Employment Clause in Contracts

Exercise Upon Termination of Employment. If the Optionee ceases to be an employee of the Corporation or any Subsidiary because of his or her Discharge for Cause (as hereinafter defined in subsection (e) of this Section 6), the Option will forthwith terminate. If, however, the Optionee for any other reason (other than death, disability (as hereinafter defined in subsection (b) of this Section 6) or normal retirement) ceases to be such an employee, the Option may, subject to the provisions of Sections 5 and 9 hereof, be exercised, to the extent the Optionee would have been entitled under Section 3 hereof to exercise the Option on the date of such cessation of employment, at any time within three months after such cessation of employment, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. If the reason for cessation of employment is disability (within the meaning of Section 22(e)(3) of the Code) or normal retirement, the Option may, subject to the provisions of Sections 5 and 9 hereof, be exercised, to the extent the Optionee would have been entitled under Section 3 hereof to exercise the Option on the date of such cessation of employment, at any time within 12 months after such cessation of employment, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. If the Optionee dies while he or she is employed by the Corporation or a Subsidiary or within the three-month or 12-month period after the termination of his or her employment during which he or she is entitled to exercise the Option under the provisions of subsections (a) and (b) of this Section 6, the Option may, subject to the provisions of Sections 5 and 9 hereof, be exercised, to the extent the Optionee would have been entitled under Section 3 hereof to exercise the Option on the date of such cessation of employment, by the estate of the Optionee, or the duly appointed representative, or beneficiary who acquires the Option by will or by the laws of descent and distribution, at any time within one year after the date of death, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. In no event set forth in this Section 6 may the Option be exercised after the Expiration Date. The term "

Exercise Upon Termination of Employment. If the Optionee ceases to be an employee of Participant’s employment with the Corporation or any Subsidiary because of his or her Discharge for Cause Company and all subsidiaries terminates without cause (as hereinafter defined determined by the Committee in subsection (eits sole discretion) of this Section 6), the Option will forthwith terminate. If, however, the Optionee and for any other 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 termination or the date the Option expires by its terms. If the Participant’s employment with the Company and all subsidiaries is terminated by the Company for cause (as hereinafter defined determined by the Committee in subsection its sole discretion), the Option shall expire on the date of such termination, and no portion shall be exercisable after the date of such termination. In the event of the Participant’s death, disability or retirement during employment with the Company or any subsidiary, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until the earlier of (bi) the date the Option expires by its terms 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. For this purpose (A) “disability” 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) “retirement” 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. The foregoing provisions of this Section 6) or normal retirement) ceases to 4 shall be such an employee, the Option may, subject to the provisions of Sections 5 any written employment or severance agreement that has been or may be executed by the Participant and 9 hereofthe Company, be exercised, to and the extent the Optionee would have been entitled under Section 3 hereof to provisions in such employment or severance agreement concerning exercise of the Option on the date of such cessation of employment, at shall supercede any time within three months after such cessation of employment, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. If the reason for cessation of employment is disability (within the meaning of Section 22(e)(3) of the Code) inconsistent or normal retirement, the Option may, subject to the provisions of Sections 5 and 9 hereof, be exercised, to the extent the Optionee would have been entitled under Section 3 hereof to exercise the Option on the date of such cessation of employment, at any time within 12 months after such cessation of employment, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. If the Optionee dies while he or she is employed by the Corporation or a Subsidiary or within the three-month or 12-month period after the termination of his or her employment during which he or she is entitled to exercise the Option under the provisions of subsections (a) and (b) contrary provision of this Section 6, the Option may, subject to the provisions of Sections 5 and 9 hereof, be exercised, to the extent the Optionee would have been entitled under Section 3 hereof to exercise the Option on the date of such cessation of employment, by the estate of the Optionee, or the duly appointed representative, or beneficiary who acquires the Option by will or by the laws of descent and distribution, at any time within one year after the date of death, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. In no event set forth in this Section 6 may the Option be exercised after the Expiration Date. The term "4.

Exercise Upon Termination of Employment. If the Optionee ceases to be an employee of Participant’s employment with the Corporation or any Subsidiary because of his or her Discharge for Cause Company and all subsidiaries terminates without cause (as hereinafter defined determined by the Committee in subsection (eits sole discretion) of this Section 6), the Option will forthwith terminate. If, however, the Optionee and for any other 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 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 hereinafter defined determined by the Committee in subsection its sole discretion), the Option shall expire on the date of such termination, and no portion shall be exercisable after the date of such termination. In the event of the Participant’s death, disability or retirement during employment with the Company or any subsidiary, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until the earlier of (bi) the date the Option expires by its terms 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. For purposes of this Section 64, (A) “disability” 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) “retirement” 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 normal retirement) ceases to older or 55 or older with 10 years of service with the Company and its subsidiaries. The foregoing provisions of this Section 4 shall be such an employee, the Option may, subject to the provisions of Sections 5 any written employment or severance agreement that has been or may be executed by the Participant and 9 hereofthe Company, be exercised, to and the extent the Optionee would have been entitled under Section 3 hereof to provisions in such employment or severance agreement concerning exercise of the Option on the date of such cessation of employment, at shall supercede any time within three months after such cessation of employment, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. If the reason for cessation of employment is disability (within the meaning of Section 22(e)(3) of the Code) inconsistent or normal retirement, the Option may, subject to the provisions of Sections 5 and 9 hereof, be exercised, to the extent the Optionee would have been entitled under Section 3 hereof to exercise the Option on the date of such cessation of employment, at any time within 12 months after such cessation of employment, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. If the Optionee dies while he or she is employed by the Corporation or a Subsidiary or within the three-month or 12-month period after the termination of his or her employment during which he or she is entitled to exercise the Option under the provisions of subsections (a) and (b) contrary provision of this Section 6, the Option may, subject to the provisions of Sections 5 and 9 hereof, be exercised, to the extent the Optionee would have been entitled under Section 3 hereof to exercise the Option on the date of such cessation of employment, by the estate of the Optionee, or the duly appointed representative, or beneficiary who acquires the Option by will or by the laws of descent and distribution, at any time within one year after the date of death, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. In no event set forth in this Section 6 may the Option be exercised after the Expiration Date. The term "4.

Exercise Upon Termination of Employment. If Except as otherwise provided in the Optionee ceases to be an employee Notice of Grant or herein, or in a written employment agreement between the Corporation or and the Optionee, (a) if the Optionee’s employment with the Corporation terminates for any Subsidiary because of his or her Discharge for Cause (as hereinafter defined in subsection (e) of this Section 6), the Option will forthwith terminate. If, howeverreason, the Optionee for shall have the right to exercise any other reason (other than death, disability (as hereinafter defined in subsection (b) Option during the 90 days after such termination of this Section 6) or normal retirement) ceases to be such an employee, the Option may, subject to the provisions of Sections 5 and 9 hereof, be exercised, employment to the extent the Optionee would have been entitled under Section 3 hereof to exercise the Option on it was vested at the date of such cessation of employmenttermination, at any time within three months after such cessation of employment, at but in no event later than the end of which period date the Option will terminate unless terminated sooner as a result would have expired had it not been for the termination of the Expiration Date occurring prior theretosuch employment. If the reason for cessation of Optionee’s employment is disability (within terminates due to Disability, such 90-day period during which the meaning of Section 22(e)(3) vested Option shall remain exercisable shall be extended to one year, but not beyond the expiration date of the Code) or normal retirement, the Option may, subject Option. If employment terminated due to the provisions of Sections 5 and 9 hereofOptionee’s death, be exercised, to the extent the Optionee would have been entitled under Section 3 hereof to exercise the Option on the date of such cessation of employment, at any time within 12 months after such cessation of employment, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. If or if the Optionee dies while he in such 90-day or she one-year post-employment exercise period, the vested Option will continue to be exercisable as provided herein, or, if no such provision is employed made in the Notice of Grant, for a period of one year after the Optionee’s death, but not beyond the expiration date of the Option. Notwithstanding the foregoing, if an Optionee’s employment is terminated by the Corporation or a by any Subsidiary or within Affiliate for Good Cause, then the three-month or 12-month period after the termination of Optionee shall immediately forfeit his or her employment during which he or she is entitled rights to exercise any and all of outstanding Options theretofore granted to him or her. In the case of an Incentive Stock Option, if the Optionee does not exercise such Option under to the provisions of subsections (a) and (b) of this Section 6full extent permitted herein, the remaining exercisable portion of such Option, if any, automatically will be deemed a Non-Qualified Option may, subject to the provisions of Sections 5 and 9 hereof, be exercised, (except to the extent the Optionee would have been entitled under otherwise provided by Section 3 hereof to exercise the Option on the date of such cessation of employment, by the estate 421 or Section 422 of the OptioneeCode), or the duly appointed representative, or beneficiary who acquires the and such Option by will or by the laws of descent and distribution, at any time within one year after the date of death, at the end of which period the Option will terminate unless terminated sooner as a result of the Expiration Date occurring prior thereto. In no event set forth in this Section 6 may the Option be exercised after only to the Expiration Date. The term "extent as may be permitted herein.