Common use of Expiration of Options Clause in Contracts

Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to, and except as otherwise specified within, the terms and conditions of Section 3.2 above. (b) The Option over Earned Performance Shares that has become vested and exercisable in accordance with Section 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events: (i) The eighth anniversary of the Grant Date; or (ii) The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or (iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.2(c) above; or (iv) Six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.2(c) above and termination is other than for Cause; or (v) If the Committee so determines pursuant to Section 3.2(e) of this Agreement, the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date. (c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or fails to meet the requirements set forth in Section 3.1(a).

Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to, and except as otherwise specified within, the terms and conditions of Section 3.2 above. (b) The Option over Earned Performance Shares that has become vested and exercisable in accordance with Section 3.2 will cease Options may not be exercised to be exercisable any extent by the Optionee upon after the first to occur of the following events: (ia) The eighth tenth anniversary of the Grant Date; or (iib) The first anniversary of the date of the Optionee’s 's termination of employment by reason of death death, Permanent Disability or Permanent DisabilityRetirement; or (iiic) Ninety The first business day which is fifteen calendar days after the date earlier of any (i) 75 days after termination of employment of the Optionee’s employment by the Company or its Subsidiary Optionee for any reason other than (A) death or for Cause, death, Permanent Disability or Retirement or (Bii) where the Committee has exercised delivery of notice by the Company that it does not intend to exercise its discretion call right under Section 6 of the Management Stockholder's Agreement; provided, however, that in accordance with Section any event the Options shall remain exercisable under this subsection 3.2(c) aboveuntil at least 45 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement; or (ivd) Six calendar months after The date the date of termination provided the Committee has exercised its discretion Option is terminated pursuant to Section 3.2(c5, 6 or 8(b) above and of the Management Stockholder's Agreement; (e) The date of an Optionee's termination is other than of employment by the Company for Cause; or (vf) If the Committee so determines pursuant to Section 3.2(e) 9 of this Agreementthe 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 Change of Controlbusiness combination, so long as the Optionee has a reasonable opportunity 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 his price for the cancelled Options including any unvested Options which are being cancelled. At least ten (10) days prior to the effective date of such effective date. (c) The merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant notice of such event if the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of has then neither been fully exercised nor become unexercisable under this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this AgreementSection 3.2. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or fails to meet the requirements set forth in Section 3.1(a).

Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to, and except as otherwise specified within, the terms and conditions of Section 3.2 above. (b) The Option over Earned Performance Shares that has become vested and exercisable in accordance with Section 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events: (i) The eighth anniversary of the Grant Date; or (ii) The first anniversary of Twelve months after the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or (iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.2(c) above; or (iv) Six calendar months after the date of termination of the Optionee’s employment provided the Committee has exercised its discretion pursuant to Section 3.2(c) above and termination is other than for Cause; or (v) If the Committee so determines pursuant to Section 3.2(e9 of the Plan and 3.2(f) of this Agreement, the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise or receive value for his Options prior to such effective date. (c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or fails to meet the requirements set forth in Section 3.1(a)) and Exhibit 1 to the Acceptance Form.

Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to, to and except as otherwise specified within, the terms and conditions of Section 3.2 3.1, above. (b) The Option over Earned Performance Shares that has have become vested and exercisable in accordance with Section 3.2 3.1 will cease to be exercisable by the Optionee upon the first to occur of the following events: (i) The eighth anniversary of the Grant Date; or (ii) The first anniversary of Twelve months after the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or (iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.2(c3.1(c) above; or (iv) Six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.2(c3.1(c) above and termination is other than for Cause; or (v) If the Committee so determines pursuant to Section 3.2(e9 of the Plan and 3.1(e) of this Agreement, upon the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date. (c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule B D for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or fails to meet the requirements set forth in Section 3.1(a3.2(c).

Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to, and except as otherwise specified within, the terms and conditions of Section 3.2 above. (b) The Option over Earned Performance Shares that has become vested and exercisable in accordance with Section 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events: (i) The eighth anniversary of the Grant Date; or (ii) The first anniversary of Twelve months after the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or (iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.2(c) above; or (iv) Six calendar months after the date of termination of the Optionee’s employment provided the Committee has exercised its discretion pursuant to Section 3.2(c) above and termination is other than for Cause; or (v) If the Committee so determines pursuant to Section 3.2(e) of this Agreement, the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date. (c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or fails to meet the requirements set forth in Section 3.1(a).) and Exhibit 1 to the Acceptance Form. 6

Expiration of Options. (a) The Option shall immediately lapse upon the termination Except as otherwise provided in Section 5 or 6 of the Optionee’s employment, subject to, and except as otherwise specified withinStockholder's Agreement, the terms and conditions of Section 3.2 above. (b) The Option over Earned Performance Shares that has become vested and exercisable in accordance with Section 3.2 will cease Options may not be exercised to be exercisable any extent by the Optionee upon anyone after the first to occur of the following events: (ia) The eighth tenth anniversary of the Grant Datedate hereof; or (iib) The first anniversary of the date of the Optionee’s 's termination of employment by reason of death death, Permanent Disability or Permanent DisabilityPermitted Retirement; or (iiic) Ninety The first business day which is fifteen calendar days after the date earlier of any (i) 75 days after termination of employment of the Optionee’s employment by the Company or its Subsidiary Optionee for any reason other than (A) death or for Cause, death, Permanent Disability or Permitted Retirement or (Bii) where the Committee has exercised delivery of notice by the Company that it does not intend to exercise its discretion call right under Section 6 of the Stockholder's Agreement; PROVIDED, HOWEVER, that in accordance with Section any event the Options shall remain exercisable under this subsection 3.2(c) aboveuntil at least 45 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Permitted Retirement; or (ivd) Six calendar months after The date the Option is terminated pursuant to Section 5, 6 or 10(b) of the Stockholder's Agreement; (e) The opening of business on the date of an Optionee's termination provided of employment by the Committee has exercised its discretion pursuant to Section 3.2(c) above and termination is other than Company for Cause; or (vf) If Subject to the provisions for accelerated exercisability pursuant to Sections 3.1(a) and (b) upon a Change of Control, if the Committee so determines pursuant to Section 3.2(e) 9 of this Agreementthe Plan, the effective date of a Change either the merger or consolidation of Controlthe Company into another Person, so long as 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 has a reasonable opportunity to exercise his Options prior to notice of such effective date. (c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of event if the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of has then neither been fully exercised nor become unexercisable under this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this AgreementSection 3.2. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or fails to meet the requirements set forth in Section 3.1(a).

Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to, and except as otherwise specified within, the terms and conditions of Section 3.2 above. (b) The Option over Earned Performance Shares that has become vested and exercisable in accordance with Section 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events: (i) The eighth anniversary of the Grant Date; or (ii) The first anniversary of Twelve months after the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or (iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.2(c) above; or (iv) Six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.2(c) above and termination is other than for Cause; or (v) If the Committee so determines pursuant to Sections 8 or 9 of the Plan and Section 3.2(e) of this Agreement, the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise or receive value for his Options prior to such effective date. (c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or fails to meet the requirements set forth in Section 3.1(a).

Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to, to and except as otherwise specified within, the terms and conditions of Section 3.2 3.1, above. (b) The Option over Earned Performance Shares that has have become vested and exercisable in accordance with Section 3.2 3.1 will cease to be exercisable by the Optionee upon the first to occur of the following events: (i) The eighth anniversary of the Grant Date; or (ii) The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or (iii) Ninety days after the date of any termination of the Optionee’s employment by the Company for Cause or its Subsidiary for any reason by the Optionee without Good Reason; or (iv) Ninety days after the date of termination of the Optionee’s employment other than (Aas set forth in Section 3.1(b) death or Permanent Disability or (Bc) above, or where the Committee has exercised its discretion in accordance with Section 3.2(c) above; or (iv) Six 3.1(c)(ii), the period shall be six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.2(c) above and termination is other than for Causetermination; or (v) If the Committee so determines pursuant to Section 3.2(e3.1(e) of this Agreement, the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date. (c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or fails to meet the requirements set forth in Section 3.1(a3.2(c).

Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to, and except as otherwise specified within, the terms and conditions of Section 3.2 above. (b) The Option over Earned Performance Shares that has become vested and exercisable in accordance with Section 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events: (i) The eighth anniversary of the Grant Date; or (ii) The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or (iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.2(c) above; or (iv) Six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.2(c) above and termination is other than for Cause; or (v) If the Committee so determines pursuant to Section 3.2(e) Sections 9 or 10 of the Plan and 2.4 of this Agreement, the effective date of a Change of Control, merger, amalgamation pursuant to Irish law, or other consolidation of the Company or group of companies collectively known as Xxxxxx Group, or other similar event, as provided in the Plan, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date. (c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or fails to meet the requirements set forth in Section 3.1(a3.1(e).