Common use of Expiration of Option Clause in Contracts

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date of the Employee’s voluntary Termination of Employment; or (d) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month period; or (e) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more 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. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date of the Employee’s voluntary Termination of Employment; or (dc) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month period; or (ed) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code)disability; or (fe) The expiration of one (1) year from the date of the Employee’s death; or (gf) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (hg) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more 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. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or Company, any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code)any Parent Corporation, the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary 's Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his Disability or his being discharged not for good cause; or (d) The expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three- month period; or (e) The expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code)Disability; or (f) The expiration of one (1) year from the date of the Employee’s 's death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either (i) the merger merger, reorganization or consolidation of the Company with or into another corporation, or (ii) the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or (iii) the liquidation or dissolution of the CompanyCompany (in each case in which the Company is not the surviving corporation or the Company becomes a wholly owned subsidiary of another corporation), unless the Committee Plan Administrator waives this provision in connection with such transaction. As soon as practicable At least fifteen (15) days prior to the effective date of such merger, reorganization, consolidation, acquisition, liquidation or dissolution, the Committee Plan Administrator shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date of the Employee’s voluntary Termination of Employment; or (d) The expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month period; or (e) The expiration of one (1) year from the date of the Employee’s such Termination of Employment by reason of results from his permanent and total death, retirement or disability (within the meaning of Section 22(e)(3) of the Code); or (fd) The expiration of one (1) year from the date of the Employee’s death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good causehis death, retirement or disability (within the meaning of Section 22(e)(3) of the Code); or (he) The effective date of either the merger or consolidation of the Company with or into another corporation, or the exchange of all or substantially all of the assets of the Company for the securities of another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty fifty percent (8050%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Option is, in connection with such transaction, to be assumed by the successor or survivor corporation (or a parent or subsidiary thereof) or unless the Committee waives this provision in connection with such transaction. As soon as practicable At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d425(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or Company, any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code)any Parent Corporation, the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary Employees's Termination of Employment, unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s 's death; or (g) Immediately following Unless the Employee's Termination of Employment Option is assumed or an equivalent option is substituted by reason of being discharged for good cause; or (h) The a successor corporation pursuant to Section 3.5(a), the effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets 's assets, or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable At least thirty (30) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or Company, any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code)any Parent Corporation, the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary 's Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s 's death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee the. Administrator waives this provision in connection with such transaction. As soon as practicable At least ten (10) days. prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee Administrator shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; : or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or Company. any Subsidiary or any parent corporation thereof (within the meaning of Section 422 of the Code)corporation, the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary 's Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s 's death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable At least ten (10) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary 's Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The the expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The the expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The the expiration of one (1) year from the date of the Employee’s 's death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable At least ten (10) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) seven years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date of the Employee’s voluntary Termination of Employment; or (d) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "“good cause" ” means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's ’s conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's ’s fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s death; or (g) Immediately following the Employee's ’s Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more 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. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code)Subsidiary, the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary 's Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s 's death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable At least ten (10) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) seven years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date of the Employee’s voluntary Termination of Employment; or (d) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "“good cause" ” means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's ’s conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's ’s fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code)disability; or (f) The expiration of one (1) year from the date of the Employee’s death; or (g) Immediately following the Employee's ’s Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more 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. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or Company, any Subsidiary or any parent corporation thereof (within the meaning of Section 422 of the Code)corporation, the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary 's Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of Of one (1) year from the date of the Employee’s 's death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable At least ten (10) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was grantedGrant Date; or (b) If this Option is designated as an Incentive Stock Option and the Employee Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) % of the total combined voting power of all classes of stock of the Company or any Subsidiary “subsidiary corporation” of the Company or any “parent corporation thereof corporation” of the Company (each within the meaning of Section 422 424 of the Code), the expiration of five (5) years from the date the Option was grantedGrant Date; or (c) The expiration opening of one (1) month from business on the date day of the EmployeeParticipant’s voluntary Termination of EmploymentServices by reason of a termination by the Company or a Subsidiary for Cause; or (d) The expiration of three (3) six months from the date of the EmployeeParticipant’s Termination of Employment Services, unless such termination occurs by reason of his the Participant’s death, Disability or retirement (pursuant to Section 3.3(e)) or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud is a termination by the Employee, any act of dishonesty by the Employee involving the Company or its businessa Subsidiary for Cause (as defined in Participant’s employment or service agreement, if applicable), provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to be an Incentive Stock Option on the Employee's conviction expiration of or three months from the Participant’s Termination of Services (and shall thereafter be a plea of nolo contendere to a felonyNon-Qualified Stock Option), or the commission of any act in direct or indirect competition with or materially detrimental provided, further, that to the best interests extent that the Participant is prohibited from selling shares of the Company that is in breach of the Employee's fiduciary duties Stock pursuant to the Company)’s xxxxxxx xxxxxxx policy at all times during such six-month period, unless with the Employee dies within said three‑month periodexception of an open trading window of less than seven days, the Option shall expire on the later of (i) the seventh day following the opening of the first open trading window thereafter or (ii) the first anniversary of the Participant’s Termination of Services; or (e) The expiration of one (1) year from the date of the EmployeeParticipant’s Termination of Employment Services by reason of his permanent and total disability (within i) the meaning of Section 22(e)(3Participant’s death or Disability; or (ii) the retirement of the Code); or (f) The expiration Participant at a time when the Participant’s years of one (1) year from the date of the Employee’s death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger continuous employment with or consolidation of service to the Company with or into another corporationany Subsidiary (collectively, “Years of Service”) is equal to or exceeds ten years and the acquisition by another corporation combination of (i) the Participant’s age in years, plus (ii) the Participant’s Years of Service, equals at least 70 (and the Company at such time does not have grounds to terminate the Participant’s employment or person service for “Cause”), provided, however, that to the extent that the Participant is prohibited from selling shares of all or substantially all of Stock pursuant to the Company’s assets or eighty percent (80%) or more xxxxxxx xxxxxxx policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening 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. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3first open trading window thereafter.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d425(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or Company, any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code)any Parent Corporation, the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary Employees's Termination of Employment, unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s 's death; or (g) Immediately following Unless the Employee's Termination of Employment Option is assumed or an equivalent option is substituted by reason of being discharged for good cause; or (h) The a successor corporation pursuant to Section 3.4(a), the effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets 's assets, or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3.the

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the exchange of all or substantially all of the assets of the Company for the securities of another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Option is, in connection with such transaction, to be assumed by the successor or survivor corporation (or a parent or subsidiary thereof) or unless the Committee waives this provision in connection with such transaction. As soon as practicable At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (ai) The expiration of ten (10) years from the date the Option was granted; or (bii) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code)Subsidiary, the expiration of five (5) years from the date the Option was granted; or (ciii) The expiration of one (1) month from the date time of the Employee’s voluntary Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (div) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (ev) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (fvi) The expiration of one (1) year from the date of the Employee’s death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (hvii) The effective date of either the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more 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. As soon as practicable At least ten (10) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33(c).

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date of the Employee’s voluntary 's Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The expiration of three one (31) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month one-month period; or (e) The expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s 's death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (ai) The expiration of ten (10) years from the date the Option was granted; or (bii) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code)Subsidiary, the expiration of five (5) years from the date the Option was granted; or (ciii) The expiration of one (1) month from the date time of the Employee’s voluntary Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (div) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three_month period; or (ev) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (fvi) The expiration of one (1) year from the date of the Employee’s death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (hvii) The effective date of either the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more 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. As soon as practicable At least ten (10) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33(c).

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was grantedGrant Date; or (b) If this Option is designated as an Incentive Stock Option and the Employee Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) % of the total combined voting power of all classes of stock of the Company or any Subsidiary “subsidiary corporation” of the Company or any “parent corporation thereof corporation” of the Company (each within the meaning of Section 422 424 of the Code), the expiration of five (5) years from the date the Option was grantedGrant Date; or (c) The expiration opening of one (1) month from business on the date day of the EmployeeParticipant’s voluntary Termination of EmploymentServices by reason of a termination by the Company or a Subsidiary for Cause; or (d) The expiration of three (3) six months from the date of the EmployeeParticipant’s Termination of Employment Services, unless such termination occurs by reason of his the Participant’s death, Disability or retirement (pursuant to Section 3.3(e)), or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud is a termination by the Employee, any act of dishonesty by the Employee involving the Company or its businessa Subsidiary for Cause (as defined in Participant’s employment or service agreement, if applicable, provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to be an Incentive Stock Option on the Employee's conviction expiration of or three months from the Participant’s Termination of Services (and shall thereafter be a plea of nolo contendere to a felonyNon-Qualified Stock Option), or the commission of any act in direct or indirect competition with or materially detrimental provided, further, that to the best interests extent that the Participant is prohibited from selling shares of the Company that is in breach of the Employee's fiduciary duties Stock pursuant to the Company)’s xxxxxxx xxxxxxx policy at all times during such six-month period, unless with the Employee dies within said three‑month periodexception of an open trading window of less than seven days, the Option shall expire on the later of (i) the seventh day following the opening of the first open trading window thereafter or (ii) the first anniversary of the Participant’s Termination of Services; or (e) The expiration of one (1) year from the date of the EmployeeParticipant’s Termination of Employment Services by reason of his permanent and total disability (within i) the meaning Participant’s death or Disability; or (ii) the retirement, after a minimum of Section 22(e)(3) ten years of service, of a Participant who is at least 55 years old, provided, however, that to the Code); or (f) The expiration extent that the Participant is prohibited from selling shares of one (1) year from the date of the Employee’s death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of Stock pursuant to the Company’s assets or eighty percent (80%) or more xxxxxxx xxxxxxx policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening 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. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3first open trading window thereafter.

Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events: (a) The expiration of ten (10) years from the date the Option was granted; or (b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or Company, any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code)any Parent Corporation, the expiration of five (5) years from the date the Option was granted; or (c) The expiration of one (1) month from the date time of the Employee’s voluntary 's Termination of EmploymentEmployment unless such Termination of Employment results from his death, his retirement, his disability (within the meaning of Section 22(e)(3) of the Code) or his being discharged not for good cause; or (d) The expiration of three (3) months from the date of the Employee’s 's Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month three-month period; or (e) The expiration of one (1) year from the date of the Employee’s 's Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or (f) The expiration of one (1) year from the date of the Employee’s 's death; or (g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or (h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee Administrator waives this provision in connection with such transaction. As soon as practicable At least ten (10) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee Administrator shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.33.3.