Common use of Loss of Status Clause in Contracts

Loss of Status. (a) If, prior to the Expiration Date, Grantee does not stand for reelection by a vote of the Company’s stockholders and retires from the Board at the end of Grantee’s term as Director and Grantee ceases to be an Eligible Person, then subject to Section 5(c), (i) the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the last day of Grantee’s term as a Director; (ii) the Options that are unexercisable on the last day of Grantee’s term as a Director shall continue to vest and become exercisable until the Options expire; and (iii) the Options that are exercisable on the last day of Grantee’s term as a Director and the Options that become exercisable thereafter pursuant to clause (ii) shall be exercisable until the Options expire. (b) If, prior to the Expiration Date, Grantee stands for reelection as a Director by a vote of the Company’s stockholders but is not so reelected and Grantee ceases to be an Eligible Person, then subject to Section 5(c), (i) the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the date of the stockholders’ vote; (ii) the Options that are unexercisable on the date of the stockholders’ vote shall continue to vest and become exercisable until the Options expire; and (iii) the Options that are exercisable on the date of the stockholders’ vote and the Options that become exercisable pursuant to clause (ii) shall be exercisable until the Options expire. (c) If, prior to the Expiration Date, Grantee dies after ceasing to serve as a Director but before the Options would otherwise expire pursuant to Sections 5(a) or 5(b) above, then (a) the Options shall expire on the earlier of the Expiration Date or the date that is one (1) year after the date of the Participant’s death; (B) the Options that are unexercisable on the date of the event specified in Sections 5(a) or 5(b), as applicable, shall either cease or continue to vest and become exercisable pursuant to clause (ii) of such section; and (C) the Options that are exercisable on the date of the event specified in Sections 5(a) or 5(b), as applicable, and the Options that become exercisable thereafter pursuant to clause (ii) of such Section, if any, shall be exercisable until the Options expire. In the event of Grantee’s death, the Options shall be exercisable by the executor or administrator of the estate of Grantee or the person or persons to whom the Options have been validly transferred by the executor or administrator pursuant to a will or the laws of descent and distribution. (d) If, prior to the Expiration Date, Grantee ceases to serve as a Director for a reason other than those specified in Section 5(a) or 5(b) and Director ceases to be an Eligible Person, the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the date upon which Grantee ceased serve as a Director or to be an Eligible Person. In such event, the Options shall remain exercisable by Grantee until expiration only to the extent the Options were exercisable at the time that Grantee ceased to be an Eligible Person. (e) Whether the Grantee has ceased to be a Director and the basis therefore shall be determined by the Committee, whose determination shall be final, binding and conclusive. (f) If Grantee ceases to be a Director, but remains an Eligible Person, this Agreement will continue to apply to the Options granted hereunder.

Loss of Status. (a) If, prior to the Expiration Date, Grantee does not stand for reelection by a vote of the Company’s 's stockholders and retires from the Board at the end of Grantee’s 's term as Director and Grantee ceases to be an Eligible Person, then subject to Section 5(c), (i) the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the last day of Grantee’s 's term as a Director; (ii) the Options that are unexercisable on the last day of Grantee’s 's term as a Director shall continue to vest and become exercisable until the Options expire; and (iii) the Options that are exercisable on the last day of Grantee’s 's term as a Director and the Options that become exercisable thereafter pursuant to clause (ii) shall be exercisable until the Options expire. (b) If, prior to the Expiration Date, Grantee stands for reelection as a Director by a vote of the Company’s 's stockholders but is not so reelected and Grantee ceases to be an Eligible Person, then subject to Section 5(c), (i) the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the date of the stockholders’ ' vote; (ii) the Options that are unexercisable on the date of the stockholders’ ' vote shall continue to vest and become exercisable until the Options expire; and (iii) the Options that are exercisable on the date of the stockholders’ ' vote and the Options that become exercisable pursuant to clause (ii) shall be exercisable until the Options expire. (c) If, prior to the Expiration Date, Grantee dies after ceasing to serve as a Director but before the Options would otherwise expire pursuant to Sections 5(a) or 5(b) above, then (a) the Options shall expire on the earlier of the Expiration Date or the date that is one (1) year after the date of the Participant’s 's death; (B) the Options that are unexercisable on the date of the event specified in Sections 5(a) or 5(b), as applicable, shall either cease or continue to vest and become exercisable pursuant to clause (ii) of such section; and (C) the Options that are exercisable on the date of the event specified in Sections 5(a) or 5(b), as applicable, and the Options that become exercisable thereafter pursuant to clause (ii) of such Section, if any, shall be exercisable until the Options expire. In the event of Grantee’s 's death, the Options shall be exercisable by the executor or administrator of the estate of Grantee or the person or persons to whom the Options have been validly transferred by the executor or administrator pursuant to a will or the laws of descent and distribution. (d) If, prior to the Expiration Date, Grantee ceases to serve as a Director for a reason other than those specified in Section 5(a) or 5(b) and Director ceases to be an Eligible Person, the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the date upon which Grantee ceased serve as a Director or to be an Eligible Person. In such event, the Stock Option Grant Agreement _________________________ Options shall remain exercisable by Grantee until expiration only to the extent the Options were exercisable at the time that Grantee ceased to be an Eligible Person. (e) Whether the Grantee has ceased to be a Director and the basis therefore shall be determined by the Committee, whose determination shall be final, binding and conclusive. (f) If Grantee ceases to be a Director, but remains an Eligible Person, this Agreement will continue to apply to the Options granted hereunder.

Loss of Status. (a) If, prior to the Expiration Date, Grantee does not stand for reelection by a vote of the Company’s 's stockholders and retires from the Board at the end of Grantee’s 's term as Director and Grantee ceases to be an Eligible Person, then subject to Section 5(c), (i) the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the last day of Grantee’s 's term as a Director; (ii) the Options that are unexercisable on the last day of Grantee’s 's term as a Director shall continue to vest and become exercisable until the Options expire; and (iii) the Options that are exercisable on the last day of Grantee’s 's term as a Director and the Options that become exercisable thereafter pursuant to clause (ii) shall be exercisable until the Options expire. (b) If, prior to the Expiration Date, Grantee stands for reelection as a Director by a vote of the Company’s 's stockholders but is not so reelected and Grantee ceases to be an Eligible Person, then subject to Section 5(c), (i) the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the date of the stockholders’ ' vote; (ii) the Options that are unexercisable on the date of the stockholders’ ' vote shall continue to vest and become exercisable until the Options expire; and (iii) the Options that are exercisable on the date of the stockholders’ ' vote and the Options that become exercisable pursuant to clause (ii) shall be exercisable until the Options expire. (c) If, prior to the Expiration Date, Grantee dies after ceasing to serve as a Director but before the Options would otherwise expire pursuant to Sections 5(a) or 5(b) above, then (a) the Options shall expire on the earlier of the Expiration Date or the date that is one (1) year after the date of the Participant’s 's death; (B) the Options that are unexercisable on the date of the event specified in Sections 5(a) or 5(b), as applicable, shall either cease or continue to vest and become exercisable pursuant to clause (ii) of such section; and (C) the Options that are exercisable on the date of the event specified in Sections 5(a) or 5(b), as applicable, and the Options that become exercisable thereafter pursuant to clause (ii) of such Section, if any, shall be exercisable until the Options expire. In the event of Grantee’s 's death, the Options shall be exercisable by the executor or administrator of the estate of Grantee or the person or persons to whom the Options have been validly transferred by the executor or administrator pursuant to a will or the laws of descent and distribution. (d) If, prior to the Expiration Date, Grantee ceases to serve as a Director for a reason other than those specified in Section 5(a) or 5(b) and Director ceases to be an Eligible Person, the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the date upon which Grantee ceased serve as a Director or to be an Eligible Person. In such event, the Options shall remain exercisable by Grantee until expiration only to the extent the Options were exercisable at the time that Grantee ceased to be an Eligible Person.. Stock Option Grant Agreement _________________________ (e) Whether the Grantee has ceased to be a Director and the basis therefore shall be determined by the Committee, whose determination shall be final, binding and conclusive. (f) If Grantee ceases to be a Director, but remains an Eligible Person, this Agreement will continue to apply to the Options granted hereunder.