Common use of Expiration of Option Clause in Contracts

Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) Ninety (90) days after the effective date of any termination of Service to the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (c) Twelve (12) months following your termination of Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disability; or (d) the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7.

Expiration of Option. The Except as provided in this Section 3, the Option shall expire, expire and shall not cease to be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Expiration Date set forth in the Award Agreement. A. Upon the death of Grant; (b) Ninety (90) days after the effective date Optionee while in the employ of any termination of Service to the Company or any Subsidiary or while serving as a member of the Board, or upon the date of a termination of the Optionee’s employment as a result of the Total and Permanent Disablement of the Optionee, all of the Optionee’s Options then held shall be exercisable by Optionee or his or her estate, heir or beneficiary, as the case may be, at any time during the one-year period commencing on the date of death or termination, as the case may be. Any and all Options that are unexercised during the one-year period commencing on the date of death or termination, as the case may be, shall terminate as of the end of such later one- year period. B. Upon Optionee’s Retirement, (i) any part of the Option that is unexercisable as of the date of his or her Retirement shall remain unexercisable and shall terminate as may of such date and (ii) any part of the Option that is exercisable as of the date of his or her Retirement shall be determined exercisable during the one-year period commencing on the date of his or her Retirement. Any and all Options that are not exercised during the one-year period commencing on the date of Retirement shall terminate as of the end of such one-year period. C. Except as otherwise provided in this Section 3, upon the date of a termination of the Optionee’s employment with the Company, (i) any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (ii) any part of the Option that is exercisable as of such termination date shall expire the earlier of ninety (90) days following such date or the Expiration Date of the Option. D. Except as otherwise provided in paragraph A of this Section 3, upon the date of termination of service by a non-employee member of the Committee Company’s Board of Directors for any reason , (i) any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (ii) any part of the Option that is exercisable as of such termination date shall expire the earlier of twelve (12) months following such date or the Expiration Date of the Option. E. If, within one year after a Change of Control (as defined in Section 14 hereof) of the Company, the Optionee’s employment with the Company is terminated for any reason other than death, Retirement or Disability, or termination for Cause (as defined belowin Section 14 hereof); (c) Twelve (12) months following your termination of Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disability; or (d) the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of your death, for any Options you hold upon your Total and Permanent Disablement, Retirement. Upon your death, any vested or voluntary resignation by the Optionee, the Option shall become fully exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option termination and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your expire ninety (i90) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7days thereafter.

Expiration of Option. (a) The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (ai) the tenth anniversary of the Date of Grant; (bii) Ninety ninety (90) days after the effective date of any termination of Service to the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (ciii) Twelve twelve (12) months following your termination of Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disability; or (div) the earlier of (iA) the tenth anniversary of the Date of Grant, and (iiB) the first anniversary of your death, for any Options you hold upon your Retirement. . (b) Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. . (c) Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7.

Expiration of Option. The period for exercising this option (the -------------------- "Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, Period") will end on the first to occur ofTermination Date; provided, however, that: (a) the tenth anniversary if Optionee ceases to be a bona fide employee of the Company, a Parent or a Subsidiary (other than by death, disability or termination for Cause, as defined below) during the Option Period, this option shall thereafter be exercisable prior to the Termination Date or for 30 days after the termination of Grant;Optionee's employment, whichever shall first occur, and this option shall then be exercisable only to the extent that it was exercisable under the provisions of Section 2 hereof at the time of such cessation of employment. If Optionee is absent from work with the Company, a Parent or a Subsidiary because of his or her disability or if he or she is on leave of absence for the purpose of serving the government of the country in which the principal place of employment of Optionee is located, either in a military or civilian capacity, or for such other purpose or reason as the Board or the Committee administering the Plan (the "Committee") may approve, Optionee shall not be deemed during the period of any such absences by virtue of such absence alone, to have terminated his or her employment with the Company, a Parent or a Subsidiary, except as the Board or the Committee may otherwise expressly provide; and (b) Ninety (90) days if Optionee has become disabled while employed by the Company, a Parent or a Subsidiary, prior to the Termination Date or for six months after termination of Optionee's employment, whichever shall first occur, this option shall thereafter be exercisable prior to the Termination Date or for six months after the effective date of any termination of Service Optionee's employment, whichever shall first occur, and this option shall then be exercisable only to the Company or any Subsidiary or extent that it was exercisable under the provisions of Section 2 hereof at the time of such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below);cessation of employment; and, (c) Twelve (12) months following your termination if Optionee should die while in the employ of Service to the Company Company, a Parent or a Subsidiary, if such termination or within the exercise periods or periods of Service is due absence described in subsections (a) and (b) above, this option may, within a period of one year from the date of Optionee's death, be exercised by Optionee's legal representative, or by the person or persons to your whom Optionee's right, under this option shall pass by will or by the applicable laws of descent and distribution, but only if, and to the extent, this option was exercisable by Optionee under the provisions of Section 2 hereof at the time of his or her death or Disabilityand only prior to the Termination Date; orand (d) if Optionee's employment with the earlier of (i) the tenth anniversary of the Date of GrantCompany, and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate a Parent or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service Subsidiary is terminated for Cause, then all Options the Option shall terminate and be canceled immediately upon such terminationtermination of employment, regardless of whether such Options are vested or exercisablenotwithstanding subsections (a), (b) and (c) above. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service Employment shall be deemed to have terminated for Cause ifif Optionee is determined by the Board to have willfully breached his or her duty in the course of employment or association or to have committed an act of embezzlement, after your Service has terminated (for a reason other than Cause)fraud, facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach dishonesty or deliberate disregard of the provisions set forth rules of the Company, a Parent or a Subsidiary or engaged in Section 7any conduct which constitutes unfair competition with the Company, a Parent or a Subsidiary.

Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) Ninety (90) days after the effective date of any termination of Service to the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (c) Twelve (12) months following your termination of Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disability; or (d) the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) your breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) your failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7.

Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) Ninety ninety (90) days after the effective date of any termination of Service to the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (c) Twelve twelve (12) months following your termination of Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disability; or (d) the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7.

Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: : (a) the tenth anniversary of the Date of Grant; ; (b) Ninety (90) 90 days after the effective date of any termination of Service to the Participant’s employment with the Company or any Subsidiary or at such later date as may be determined by the Compensation Committee for any reason other than death, Qualifying Retirement or Disabilitypermanent and total disability, or termination for Cause (as defined below); (c) Twelve (12) 12 months following your termination the date the Participant ceases to be an employee of Service to the Company or a Subsidiary, if such termination cessation of Service service is due to your the death or Disability; or (d) permanent and total disability of the Participant. Options held by Participant upon his or her Qualifying Retirement will remain exercisable until the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of your the Participant’s death, for any Options you hold upon your Retirement. Upon your deaththe death of Participant, any vested Option exercisable on the date of death may be exercised by your the Participant’s estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your deaththe death of Participant, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your the Participant’s death. Notwithstanding anything to the contrary in any provision of the Plan or this AgreementAgreement to the contrary, Participant may not, under any circumstances, exercise a vested Option following termination of employment if your Service Participant is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your discharged due to Participant’s (i) willful failure to perform substantially your his or her employment-related duties; (ii) willful or serious misconduct that has caused, caused or could reasonably be expected to result in, in material injury to the business or reputation of an Employerthe Company; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; or (iv) material breach of any written covenant or agreement with an Employer, the Company or of any material written policy of your Employer the Company or any Employerthe Company’s code Code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7Ethics.

Expiration of Option. (a) The Option shall expire, expire or terminate and shall may not be exercisable with respect exercised to any vested portion extent by you as to which the Option has not been exercised, on of the first to occur ofof the following events: (ab) the The tenth anniversary of the Date of Grant; (b) Ninety (90) days after the effective date of any termination of Service to Grant Date, or such earlier time as the Company may determine is necessary or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below);appropriate in light of applicable laws; or (c) Twelve (12) months following The first anniversary of the date your termination of Service to employment with the Company or a Subsidiary, if such termination and its Subsidiaries terminates by reason of Service is due to your death or Disability; or (d) the earlier of (i) the tenth The third anniversary of the Date of Grant, date your employment with the Company and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or its Subsidiaries terminates by reason of Retirement; or (e) The date your death, provided that such exercise occurs within employment with the shorter of the remaining option term of the Option Company and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated its Subsidiaries terminates for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause ; or (f) The date that is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, ninety days after your Service has terminated (employment with the Company and its Subsidiaries terminates for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach , death, Disability or Retirement, but only to the extent the Option is exercisable as of the provisions date of such termination of employment (with any unexercisable portion of the Option terminating on the date of any such termination of employment); or (g) Except where void by law and unless otherwise determined by the Committee, your violation of any non-disclosure, non-compete or non-solicitation covenant applicable to you as set forth in Section 75 of this Agreement or any individual agreement between you and the Company or one of its Subsidiaries, or any Company policy, regardless of whether or not you have incurred a termination of employment due to Disability, Retirement or otherwise. (h) In the event your employment with the Company and its Subsidiaries terminates because of death or Disability, the entire Option shall immediately become exercisable in full, notwithstanding Section 2(a) of this Agreement. In the event your employment with the Company and its Subsidiaries terminates after the first anniversary of the Grant Date because of Retirement, the Option shall continue to vest according to the schedule as set forth in your grant notification. (i) A paid or unpaid leave of absence that has been approved by the Company shall not constitute a termination of your employment with the Company and its Subsidiaries; provided, if the Company elects to place you on Garden Leave during any mandatory notice period under the Employment Contract, the Option shall cease to vest as of the date immediately prior to such Garden Leave. During such paid or unpaid leave of absence, the Option shall continue to vest according to the schedule set forth in your grant notification.

Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) Ninety (90) 90 days after the effective date of any termination of Service to your employment with the Company or any Subsidiary Subsidiary, or at any such later date as may be determined by the Committee Committee, for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (c) Twelve (12) 12 months following your termination the date you cease to be an employee of Service to the Company or a Subsidiary, if such termination cessation of Service service is due to your death or Disability; or (d) the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of the your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. death Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) your breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s “code of conduct or code of ethics; conduct,” or (v) your failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7.

Expiration of Option. The This Option shall expire, shall become null and void, and shall not be exercisable with respect to any vested portion as to which of no further force and effect upon the Option has not been exercised, on the first earlier to occur ofof the following events: (a) Three months after the tenth anniversary date of the Date Participant's resignation or other voluntary termination of Granthis or her employment or, if a participant in the Non-Employee Director Stock Option Plan of Healthdyne, his or her position as a member of the Board of Directors with Healthdyne or any Subsidiary (other than by reason of his or her death or "disability" within the meaning of Section 72(m)(7) of the Code), but during such three month period the Option shall be exercisable only to the extent that it was exercisable as of the date of resignation or termination; (b) Ninety Healthdyne's or any Subsidiary's dismissal of the Participant from his or her employment or, if a participant in the Non-Employee Director Stock Option Plan of Healthdyne, his or her position as a member of the Board of Directors with Healthdyne for Good Cause at any time; (90c) days Three months after the effective date of any termination of Service to the Company on which Healthdyne or any Subsidiary terminates Participant's employment or, if a participant in the Non-Employee Director Stock Option Plan of Healthdyne, his or at such later date her position as may be determined by a member of the Committee Board of Directors for any reason other than deathGood Cause, Retirement or Disability, or termination for Cause (but during such three month period the Option shall be exercisable only to the extent that it was exercisable as defined below)of the date of termination; (cd) Twelve (12One year after the date on which Participant's employment or, if a participant in the Non-Employee Director Stock Option Plan of Healthdyne, his or her position as a member of the Board of Directors with Healthdyne or any Subsidiary is terminated by reason of the Participant's death or "disability" within the meaning of Section 72(m)(7) months following your termination of Service the Code, but during such one year period the Option shall be exercisable only to the Company or a Subsidiary, if such termination extent that it was exercisable as of Service is due to your the date of death or Disabilitydisability; or (de) the earlier of (i) the tenth The fifth anniversary of the Healthdyne Date of Grant, and (ii) the first anniversary of your death, for Granx. Notwithstanding any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term foregoing, the termination of a Participant's employment or position as a member of the Option and twelve months after Board of Directors with one or more but not all of the date of your death. Notwithstanding anything to the contrary in the Plan or this AgreementCompany, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer Healthdyne or any Employer’s code of conduct or code of ethics; Subsidiary shall not cause this Option to expire under Subsections (a), (b), (c) or (vd) failure to cooperate with an Employer in any internal investigation of this Section 4 as long as the Participant retains a position of employment or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for as a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach member of the provisions set forth in Section 7Board of Directors of at least one of such entities.

Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) Ninety (90) 90 days after the effective date of any termination of Service to your employment with the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (c) Twelve (12) 12 months following your termination the date you cease to be an employee of Service to the Company or a Subsidiary, if such termination cessation of Service service is due to your death or Disability; or (d) the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) your breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s “code of conduct or code of ethics; conduct;” or (v) your failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7.

Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) Ninety (90) days after the effective date of any termination of Service to the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (c) Twelve (12) months following your termination of Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disability; or (d) the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7.

Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: : (a) the tenth anniversary of the Date of Grant; ; (b) Ninety (90) 60 days after the effective date of any termination of Service to the Participant’s employment with the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason (including because the Participant is an employee of a Divested Business Unit) other than death, Retirement or DisabilityQualifying Retirement, or termination for Cause (as defined below); permanent and total disability, or (c) Twelve (12) 12 months following your termination the date the Participant ceases to be an employee of Service to the Company or a Subsidiary, if such termination cessation of Service service is due to your the death or Disability; or permanent and total disability (das defined above) of the Participant. Options held by Participant after his or her Qualifying Retirement will remain exercisable until the earlier of (i) the tenth anniversary of the Date of Grantdate the Option was granted, and (ii) the first anniversary of your the Participant’s death, for any Options you hold upon your Retirement. Upon your deaththe death of Participant, any vested Option exercisable on the date of death may be exercised by your the Participant’s estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your deaththe death of Participant, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your the Participant’s death. Notwithstanding anything to the contrary in any provision of the Plan or this AgreementAgreement to the contrary, Participant may not, under any circumstances, exercise a vested Option following termination of employment if your Service Participant is terminated for Causedischarged due to Participant’s willful or intentional fraud, then all Options shall terminate and be canceled immediately upon such termination, regardless embezzlement or other conduct seriously detrimental to the Company or any Subsidiary. The determination of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that not Participant has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of been discharged for any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth reasons specified in Section 7the preceding sentence will be made by the Committee.

Expiration of Option. (a) The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (ai) the tenth anniversary of the Date of Grant; (bii) Ninety ninety (90) days after the effective date of any termination of Service to the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (ciii) Twelve twelve (12) months following your termination of Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disability; or (div) the earlier of (iA) the tenth anniversary of the Date of Grant, and (iiB) the first anniversary of your death, for any Options you hold upon your Retirement. . (b) Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. . (c) Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service with the Company or any of its subsidiaries is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7. The determination of whether a termination of Service is for Cause shall be made by the Company, in its discretion, and the Company’s determination shall be final.

Expiration of Option. The Option shall expire, expire or terminate and shall may not be exercisable with respect exercised to any vested portion extent by the Optionee as to which the Option has not been exercised, on of the first to occur ofof the following events: (a) the The tenth anniversary of the Date date of Grant;grant (the “Grant Date”), or such earlier time as the Company may determine is necessary or appropriate in light of applicable laws; or (b) Ninety (90) days after The second anniversary of the effective date of any termination the Optionee’s Separation from Service by reason of Service to the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below);; or (c) Twelve (12) months following your termination The date of the Optionee’s Separation from Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disabilityfor Cause; or (d) The date that is ninety days after Separation from Service of the earlier Optionee for a reason other than for Cause, death, Disability or Retirement, but only to the extent the Option is exercisable as of the date of such Separation from Service (iwith any unexercisable portion of the Option terminating on the date of any such Separation from Service); or (e) Unless otherwise determined by the Committee, the Optionee’s violation of any non-disclosure, non-compete or non-solicitation covenant applicable to the Optionee as set forth in Section 4 of this Agreement or in his or her severance agreement, employment contract or any Company policy, regardless of whether or not the Optionee has incurred a Separation from Service due to Disability, Retirement or otherwise. In the event of Separation from Service because of death, the entire Option shall immediately become exercisable as to all shares, notwithstanding Section 2(a) of this Agreement. In the event of Separation from Service because of Disability or Retirement, the Option shall continue to vest according to the schedule as set forth in the grant notification referred to in Section 2(a) of this Agreement and be exercisable through the tenth anniversary of the Date Grant Date. A paid or unpaid leave of Grantabsence of the Optionee or other period during which the Optionee is entitled to salary continuation shall not constitute a Separation from Service of the Optionee. During a paid or unpaid leave of absence or such other period during which the Optionee is entitled to salary continuation, and (iithe Option shall continue to vest according to the schedule set forth in the grant notification referred to in Section 2(a) of this Agreement. For purposes of this Agreement, the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable Optionee’s employment by a Subsidiary shall be considered a Separation from Service on the date of death may on which such Subsidiary ceases to be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7Subsidiary.

Expiration of Option. The Option shall expire, and shall may not be exercisable with respect exercised to any vested portion as to which the Option has not been exercised, on extent by anyone after the first to occur ofof the following events: (a) The expiration of ten years from the tenth anniversary of the Date of GrantGrant Date; (b) Ninety (90) days after If this Option is designated as an Incentive Stock Option and Participant was a Greater Than 10% Stockholder at the effective date time the Option was granted, the expiration of any termination of Service to five years from the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below)Grant Date; (c) Twelve (12) Except as the Administrator may otherwise approve or as set forth in a written agreement between the Company and Participant, the expiration of three months following your the date of Participant’s Termination of Service, unless such termination occurs by reason of Participant’s death, Disability or for Cause; provided, however, that, subject to Section 12.2 of the Plan, if such termination occurs prior to the Initial Exercisability Date, any portion of the Option which is vested at the time of such termination shall remain exercisable until the expiration of three months following the Initial Exercisability Date; (d) The expiration of one year from the date of Participant’s death if Participant dies (i) prior to his or her Termination of Service or (ii) within three months after his or her Termination of Service (unless such termination occurs for Cause); provided, however, that, subject to Section 12.2 of the Plan, if such termination occurs prior to the Initial Exercisability Date, any portion of the Option which is vested at the time of such termination shall remain exercisable until the expiration of three months following the Initial Exercisability Date (or, if later, until the expiration of one year from the date of such death); (e) The expiration of one year from the date of Participant’s Termination of Service by reason of Participant’s Disability; provided, however, that, subject to Section 12.2 of the Plan, if such termination occurs prior to the Initial Exercisability Date, any portion of the Option which is vested at the time of such termination shall remain exercisable until the expiration of three months following the Initial Exercisability Date (or, if later, until the expiration of one year from the date of Participant’s Disability); or (f) Except as the Administrator may otherwise approve, the date of Participant’s Termination of Service for Cause. If the Option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an “incentive stock option,” the Code requires that at all times beginning on the date of grant of the Option and ending on the day three months before the date of Option’s exercise, Participant must be an Employee of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) of the Company, except in the event of Participant’s death or disability (as defined in Section 22(e)(3) of the Code). The Company has provided for extended exercisability of Participant’s Option under certain circumstances for Participant’s benefit but cannot guarantee that Participant’s Option will necessarily be treated as an “incentive stock option” if Participant continues to provide services to the Company or a Subsidiary, Subsidiary as a Consultant or Director after Participant’s employment terminates or if such termination of Service is due to your death or Disability; or (d) the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of Participant otherwise exercises the Option and twelve more than three months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any EmployerParticipant’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7employment terminates.

Expiration of Option. The Option shall expire, and shall may not be exercisable with respect exercised to any vested portion as to which the Option has not been exercised, on extent by anyone after the first to occur ofof the following events: (a) The expiration of ten years and one day from the tenth anniversary of date the Date of Grant;Option was granted; or (b) Ninety (90) days after The expiration of one year from the effective date of any termination the Optionee's Termination of Service to the Company Employment by reason of his death, disability, retirement, or any Subsidiary or at such later date as may be determined by the Committee for any other reason other than death, Retirement or Disability, or termination a discharge for Cause cause (as defined belowhereinafter defined);; or (c) Twelve (12) months following your termination The date of Service the Optionee's Termination of Employment by reason of a discharge for cause, which, for purposes hereof, refers only to a discharge for cause as defined in the Employment Agreement or, in the absence of such a definition, to a discharge on account of the Optionee's commission of an act of theft, dishonesty, embezzlement, or misappropriation of funds, or his conviction of or plea of no contest to a crime involving moral turpitude; the Optionee's act or failure to act in the course of his duties for the Company, which act or failure to act constitutes willful or wanton misconduct or gross negligence; and/or the Optionee's breach of any of his duties to the Company or a Subsidiary, if such termination of Service is due which breach results in significant harm to your death or Disabilitythe Company; or (d) The expiration of such period as shall be determined by the earlier of (i) Committee in the tenth anniversary of event the Date of Grant, and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the Optionee's right to exercise his Options is extended by the Committee, unless the Optionee dies within such Option by bequest period; or (e) The effective date of either the merger or inheritance or by reason of your death, provided that such exercise occurs within the shorter consolidation of the remaining option term Company with or into another corporation, or the acquisition by another corporation or person (excluding any employee benefit plan of the Option and twelve months after Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) of all or substantially all of the Company's assets or of a Controlling Percentage of the Company's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. At least ten days prior to the effective date of your death. Notwithstanding anything to such merger, consolidation, acquisition, liquidation or dissolution, the contrary in Committee shall give the Plan or Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 73.3.

Expiration of Option. (a) The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (ai) the tenth anniversary of the Date of GrantXxxxx; (bii) Ninety ninety (90) days after the effective date of any termination of Service to the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (ciii) Twelve twelve (12) months following your termination of Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disability; or (div) the earlier of (iA) the tenth anniversary of the Date of GrantXxxxx, and (iiB) the first anniversary of your death, for any Options you hold upon your Retirement. . (b) Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. . (c) Notwithstanding anything to the contrary in the Plan or this Agreementherein, if your Service with the Company or any of its subsidiaries is terminated for Cause, then all Options shall terminate and be canceled immediately upon such terminationtermination date (which shall be determined according to Section 7(l) hereof), regardless of whether such Options are vested or exercisable. Cause “Cause” is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felonyfelony (or any similar concept under the laws in your country); (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Options will also be immediately forfeited and cancelled in accordance with Section 7 8 upon your breach of the provisions set forth in Section 78. The determination of whether a termination of Service is for Cause shall be made by the Company, in its discretion, and the Company’s determination shall be final.

Expiration of Option. The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of: (a) the tenth anniversary of the Date of Grant; (b) Ninety (90) days after the effective date of any termination of Service to the Company or any Subsidiary or at such later date as may be determined by the Committee for any reason other than death, Retirement or Disability, or termination for Cause (as defined below); (c) Twelve (12) months following your termination of Service to the Company or a Subsidiary, if such termination of Service is due to your death or Disability; or (d) the earlier of (i) the tenth anniversary of the Date of Grant, and (ii) the first anniversary of your death, for any Options you hold upon your Retirement. Upon your death, any vested Option exercisable on the date of death may be exercised by your estate or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of your death, provided that such exercise occurs within the shorter of the remaining option term of the Option and twelve months after the date of your death. Notwithstanding anything to the contrary in the Plan or this Agreement, if your Service is terminated for Cause, then all Options shall terminate and be canceled immediately upon such termination, regardless of whether such Options are vested or exercisable. Cause is defined as your (i) willful failure to perform substantially your duties; (ii) willful or serious misconduct that has caused, or could reasonably be expected to result in, material injury to the business or reputation of an Employer; (iii) conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) breach of any written covenant or agreement with an Employer, any material written policy of your Employer or any Employer’s code of conduct or code of ethics; or (v) failure to cooperate with an Employer in any internal investigation or administrative, regulatory or judicial proceeding. In addition, your Service shall be deemed to have terminated for Cause if, after your Service has terminated (for a reason other than Cause), facts and circumstances are discovered that would have justified a termination for Cause. Your Cause your Options will also be immediately forfeited and cancelled in accordance with Section 7 upon your breach of the provisions set forth in Section 7.