Common use of Expiration of Options Clause in Contracts

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee may not exercise the Options to any extent after the first to occur of the following events: (a) The tenth anniversary of the Grant Date; (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason; (d) The date of an Optionee's termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) or (c) above (without regard to Section 5 or 6 of the Management Stockholder's Agreement); (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; (f) The date the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's Agreement; or (g) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee Options may not exercise the Options be exercised to any extent by the Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Date;; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason;; or (dc) The date first business day which is fifteen calendar days after the earlier of an Optionee's (i) 75 days after termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than for death, Permanent Disability or Retirement (except as set forth to the extent described in Section 3.2(bclause (e) below) or (cii) above (without regard the delivery of notice by the Company that it does not intend to exercise its call right under Section 5 or 6 of the Management Stockholder's Agreement); provided, however, that in any event the Options shall remain exercisable under this subsection 3.2(c) until at least 45 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement; or (d) The date the Option is terminated pursuant to Section 5, 6 or 8(b) of the Management Stockholder's Agreement; (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; (f) The date the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's Agreement; or (gf) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee Options may not exercise the Options be exercised to any extent by the Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Date;; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason;; or (dc) The date first business day which is fifteen calendar days after the earlier of an Optionee's (i) 75 days after termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) for Cause, death, Permanent Disability or Retirement or (cii) above (without regard the delivery of notice by the Company that it does not intend to exercise its call right under Section 5 or 6 of the Management Stockholder's Agreement); PROVIDED, HOWEVER, that in any event the Options shall remain exercisable under this subsection 3.2(c) until at least 45 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement; or (d) The date the Option is terminated pursuant to Section 5, 6 or 8(b) of the Management Stockholder's Agreement; (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; Cause (f) The date the Option is terminated pursuant without regard to Section Sections 5 or 6 of the Management Stockholder's Agreement); or (gf) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Shareholders Agreement, the Optionee Options may not exercise the Options be exercised to any extent by anyone after the first to occur of the following events: (a) The In the case of an Option granted to an Employee, the tenth anniversary of the Grant Datedate hereof, and in the case of an Option granted to a service provider other than an Employee, the fifth anniversary of the date hereof; (b) The tenth first anniversary of the Grant Date if date of the Optionee's ’s termination of employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of business day which is ninety calendar days after the date of the Optionee's termination of employment by reason of Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason; (d) The date of an Optionee's termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) for Cause, death or (c) above (without regard to Section 5 or 6 of the Management Stockholder's Agreement)Permanent Disability; (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; (fd) The date the Option is terminated pursuant to Section 5 or 6 the Shareholders Agreement; (e) With respect to the Performance Option, the fifth anniversary of the Management Stockholder's Agreement; orVesting Reference Date, to the extent not previously vested; (f) The opening of business on the date of an Optionee’s termination of employment by the Company for Cause; (g) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's ’s assets or 80% or more of its then outstanding voting stockshares, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee Options may not exercise the Options be exercised to any extent by anyone after the first to occur of the following events: (a) The tenth anniversary of the Grant Date;date hereof; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Permitted Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason;; or (dc) The date first business day which is fifteen calendar days after the earlier of an Optionee's (i) 75 days after termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) for Cause, death, Permanent Disability or Permitted Retirement or (cii) above (without regard the delivery of notice by the Company that it does not intend to exercise its call right under Section 5 or 6 of the Management Stockholder's Agreement); (e; PROVIDED, HOWEVER, that in any event the Options shall remain exercisable under this subsection 3.2(c) The date of an Optionee's until at least 45 days after termination of employment by of the Company Optionee for any reason other than for death, Permanent Disability or any of its Subsidiaries for Cause;Permitted Retirement; or (fd) The date the Option is terminated pursuant to Section 5 5, 6 or 6 10(b) of the Management Stockholder's Agreement; (e) The opening of business on the date of the Optionee's termination of employment by the Company for Cause; or (gf) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee Options may not exercise the Options be exercised to any extent by Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Date;; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement; or (c) The first business day which is fifteen calendar days after the earlier of (i) 75 days after termination of employment of the Optionee for any reason other than for Cause, death, Permanent Disability or Retirement or (ii) the delivery of notice by the Company or that it does not intend to exercise its call right under Section 6 of the Stockholder's Agreement; PROVIDED, HOWEVER, that in any event the Options shall remain exercisable under this subsection 3.2(c) until at least 45 days after termination of its Subsidiaries without Cause (other than by reason employment of Permanent Disability) or by the Optionee for Good Reason;any reason other than for death, Permanent Disability or Retirement; or (d) The date of an Optionee's termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) or (c) above (without regard to Section 5 or 6 of the Management Stockholder's Agreement); (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; (f) The date the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's Agreement; or (ge) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's ’s Agreement, the Optionee may not exercise the Options to any extent after the first to occur of the following events: (a) The tenth anniversary of the Grant Date; (b) The tenth anniversary of the Grant Date if the Optionee's ’s employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's ’s termination of employment by reason of Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason; (d) The date of an Optionee's ’s termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) or (c) above (without regard to Section 5 or 6 of the Management Stockholder's ’s Agreement); (e) The date of an Optionee's ’s termination of employment by the Company or any of its Subsidiaries for Cause; (f) The date the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's ’s Agreement; or (g) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's ’s assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 2.5 or 6 2.6 of the Management Stockholder's this Agreement, the Optionee Options may not exercise the Options be exercised to any extent by the Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Vesting Reference Date;; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason;; or (dc) The date first business day which is fifteen calendar days after the earlier of an Optionee's (i) 75 days after termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) for Cause or without Good Reason or (cii) above (without regard the delivery of notice by the Company that it does not intend to exercise its Company Termination Right under Section 5 or 6 2.6; provided, however, that in any event the Options shall -------- ------- remain exercisable under this subsection 3.2(c) until at least 45 days after termination of employment of the Management Stockholder's Optionee for any reason other than for death, Permanent Disability or Retirement (except as described in clause (e) below); or (d) The date the Option is terminated pursuant to Sections 2.6, 2.7 or 2.8 of this Agreement);; or (e) The date of an Optionee's termination of employment by the Company for Cause or any of its Subsidiaries for Cause; (f) The date by the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's AgreementOptionee without Good Reason; or (gf) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee Options may not exercise the Options be exercised to any extent by Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Date;; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Permitted Retirement, ; or (c) The first business day which is fifteen calendar days after the earlier of (i) 75 days after termination of employment of the Optionee for any reason not specified in subsection (b) or (ii) the delivery of notice by the Company or that it does not intend to exercise its call right under Section 6 of the Stockholder's Agreement; provided, however, that in any of its Subsidiaries without Cause (other than by reason of Permanent Disabilityevent the Options shall remain exercisable under this subsection 3.2(c) or by the Optionee for Good Reason; (d) The date of an Optionee's until at least 45 days after termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) for death, Permanent Disability or (c) above (without regard to Section 5 or 6 of the Management Stockholder's Agreement);Permitted Retirement; or (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; (fd) The date the Option is terminated pursuant to Section 5 5, 6 or 6 10(b) of the Management Stockholder's Agreement; or; (ge) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee Options may not exercise the Options be exercised to any extent by the Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Vesting Reference Date;; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason;; or (dc) The date first business day which is fifteen calendar days after the earlier of an Optionee's (i) 75 days after termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) for Cause or without Good Reason or (cii) above (without regard the delivery of notice by the Company that it does not intend to exercise its call right under Section 5 or 6 of the Management Stockholder's Agreement); provided, however, that in any event the Options shall remain exercisable under this subsection 3.2(c) until at least 45 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement; or (d) The date the Option is terminated pursuant to Section 5, 6 or 8(b) of the Management Stockholder's Agreement; (e) The date of an Optionee's termination of employment by the Company for Cause or any of its Subsidiaries for Cause; (f) The date by the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's AgreementOptionee without Good Reason; or (gf) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee Options may not exercise the Options be exercised to any extent by the Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Date;; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason;; or (dc) The date first business day which is fifteen calendar days after the earlier of an Optionee's (i) 75 days after termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) for death, Permanent Disability or Retirement or (cii) above (without regard the delivery of notice by the Company that it does not intend to exercise its call right under Section 5 or 6 of the Management Stockholder's Agreement); provided, however, that in any event the Options shall remain exercisable under this subsection 3.2(c) until at least 45 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement; or (d) The date the Option is terminated pursuant to Section 5, 6 or 8(b) of the Management Stockholder's Agreement; (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; (f) The date the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's Agreement; or (gf) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.. Commission File No. 0-6544

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee The Options may not exercise the Options be exercised to any extent by Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Commencement Date;; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason;; or (dc) The date first business day which is fifteen calendar days after the earlier of an Optionee's (i) 75 days after termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) for Cause, death, Permanent Disability or Retirement or (cii) above (without regard the delivery of notice by the Company that it does not intend to exercise its call right under Section 5 or 6 of the Management Stockholder's Agreement); provided, however, that in any event the Options shall remain exercisable under this subsection 3.2(c) until at least 45 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement; or (d) The date the Option is terminated pursuant to Section 5, 6 or 8(b) of the Management Stockholder's Agreement; (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; (f) The date the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's Agreement; or (gf) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company; provided, that if the Committee deems it necessary to cancel the Options to facilitate a business combination, the Optionee shall be paid, in cash or other consideration that the shareholders receive pursuant to such business combination, the excess of the fair market value of the Common Stock at the time of such business combination over the exercise price for the cancelled Options including any unvested Options which are being cancelled. At least ten days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.ten

Expiration of Options. Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee Options may not exercise the Options be exercised to any extent by the Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Vesting Reference Date;; or (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason;; or (dc) The date first business day which is fifteen (15) calendar days after the earlier of an Optionee's (i) 75 days after termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) for Cause or without Good Reason or (cii) above (without regard the delivery of notice by the Company that it does not intend to exercise its call right under Section 5 or 6 of the Management Stockholder's Agreement; provided, however, that in any event the Options shall remain exercisable under -------- ------- this subsection 3.2(c) until at least 45 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement (except as described in clause (e) below); or (d) The date the Option is terminated pursuant to Section 5, 6 or 8(b) of the Management Stockholder's Agreement; (e) The date of an Optionee's termination of employment by the Company for Cause or any of its Subsidiaries for Cause; (f) The date by the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's AgreementOptionee without Good Reason; or (gf) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.