Common use of Rights Under Plans Clause in Contracts

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in Section 3.1 hereof, the Executive shall be entitled to the benefits of any stock options, stock appreciation rights, restricted stock grants, stock bonuses or other benefits theretofore granted by the Company to the Executive under any Plan, whether or not provided for in any agreement with the Company; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or any Plan; (ii) to the extent that any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall require by its terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier of (A) the later to occur of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or (B) the original expiration date had the Executive’s employment not so terminated; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in Section 3.1 hereof, the Executive shall be entitled to the benefits of any stock options, stock appreciation rights, restricted stock grants, stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company’s Parent; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall require by its terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier of (A) the later to occur of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or (B) the original expiration date had the Executive’s employment not so terminated; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If Subject to the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in provisions of Section 3.1 hereof3.5, the Executive shall be entitled to the benefits of following rights with respect to any stock options, stock appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company; provided, however, that ’s Parent (i) all unvested stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, options or stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits rights shall require by its their terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier earliest of (A) the later to occur fifth (5th) anniversary of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or Termination Date and (B) the original expiration date had the Executive’s employment not so terminated; provided, however, that no such extension of the period in which an incentive stock option, within the meaning of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension would result in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive stock options under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, restricted stock bonusesunits, long-term incentives or similar benefits stock bonuses shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in Section 3.1 hereof, then, subject to the provisions of Section 3.5, the Executive shall be entitled to the benefits of following rights with respect to any stock options, stock appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company’s Parent; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, options or stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits rights shall require by its their terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier earliest of (A) the later to occur fifth anniversary of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or Termination Date and (B) the original expiration date had the Executive’s employment not so terminated; provided, however, that no such extension of the period in which an incentive stock option, within the meaning of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension would result in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive stock options under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in Section 3.1 hereof, the The Executive shall be entitled to the benefits of any stock options, stock appreciation rights, restricted stock grants, stock bonuses or other benefits theretofore granted by the Company to the Executive under any Plan, whether or not provided for in any agreement with the Company; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or any Plan; (ii) to the extent that any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall require by its terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier of (A) the later to occur of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, extended or (B) the original expiration date had the Executive’s employment not so terminated; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in Section 3.1 hereof, the The Executive shall be entitled to the benefits of any stock options, stock appreciation rights, restricted stock grants, stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company’s Parent; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall require by its terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier of (A) the later to occur of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, extended or (B) the original expiration date had the Executive’s employment not so terminated; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in Section 3.1 hereof, then, subject to the provisions of Section 3.5, the Executive shall be entitled to the benefits of following rights with respect to any stock options, stock appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company’s Parent; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, options or stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits rights shall require by its their terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier of (A) the later to occur fifth anniversary of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or Termination Date and (B) the original expiration date had the Executive’s employment not so terminated; provided, however, that no such extension of the period in which an incentive stock option, within the meaning of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension would result in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive stock options under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If Subject to the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in provisions of Section 3.1 hereof3.5, the Executive shall be entitled to the benefits of following rights with respect to any stock options, stock appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company; provided, however, that ’s Parent (i) all unvested stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, options or stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits rights shall require by its their terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier of (A) the later to occur fifth (5th) anniversary of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or Termination Date and (B) the original expiration date had the Executive’s employment not so terminated; provided, however, that no such extension of the period in which an incentive stock option, within the meaning of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension would result in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive stock options under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, restricted stock bonusesunits, long-term incentives or similar benefits stock bonuses shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If Subject to the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in provisions of Section 3.1 hereof3.5, the Executive shall be entitled to the benefits of following rights with respect to any stock options, stock appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company; provided, however, that ’s Parent: (i) all unvested stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, options or stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits rights shall require by its their terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier earliest of (A) the later to occur fifth (5th) anniversary of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or Termination Date and (B) the original expiration date had the Executive’s employment not so terminated; provided, however, that no such extension of the period in which an incentive stock option, within the meaning of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension would result in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive stock options under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, restricted stock bonusesunits, long-term incentives or similar benefits stock bonuses shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), (f) or (fg) in Section 3.1 hereof, then, subject to the provisions of Section 3.5, the Executive shall be entitled to the benefits of following rights with respect to any stock options, stock appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company’s Parent; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, options or stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits rights shall require by its their terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier earliest of (A) the later to occur fifth anniversary of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or Termination Date and (B) the original expiration date had the Executive’s employment not so terminated; provided, however, that no such extension of the period in which an incentive stock option, within the meaning of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension would result in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive stock options under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), (f) or (fg) in Section 3.1 hereof, the Executive shall be entitled to the benefits of any stock options, stock appreciation rights, restricted stock grants, stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company’s Parent; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall require by its terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier of (A) the later to occur of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or (B) the original expiration date had the Executive’s employment not so terminated; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in Section 3.1 hereof, the The Executive shall be entitled to the benefits of any stock options, stock appreciation rights, restricted stock grants, stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company’s Parent; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall require by its terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier of (A) the later to occur of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, extended or (B) the original expiration date had the Executive’s employment not so terminatedterminated ; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If Subject to the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in provisions of Section 3.1 hereof3.5, the Executive shall be entitled to the benefits of following rights with respect to any stock options, stock appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company; provided, however, that ’s Parent: (i) all unvested stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, options or stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits rights shall require by its their terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier earliest of (A) the later to occur fifth (5th) anniversary of the fifteenth day Termination Date, (B) the tenth anniversary of the third month following the date at whichof grant of any awards under any Plan, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or and (BC) the original expiration date had the Executive’s employment not so terminated; provided, however, that no such extension of the period in which an incentive stock option, within the meaning of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension would result in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive stock options under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, restricted stock bonusesunits, long-term incentives or similar benefits stock bonuses shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in Section 3.1 hereof, the The Executive shall be entitled to the benefits of any stock options, stock appreciation rights, restricted stock grants, stock bonuses or other similar benefits theretofore granted by the Company to the Executive under any Plan, whether or not provided for in any agreement with the Company; provided, however, that except to the extent requiring approval of Selective's stockholders, (i) all unvested stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full full, immediately exercisable and free of restrictions on transfer on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or Selective or any Plan; (ii) to the extent that any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall require by its terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier later to occur of (A) the later to occur of the fifteenth day of the third month following the last date at which, provided for such exercise in any agreement or the December 31 of the calendar year in which, Plan evidencing any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or (B) the original expiration close of business on the date had which shall be one hundred twenty (120) days after the Executive’s employment not so terminatedTermination Date; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability. Both Company and Selective represent and agree that, for purposes of the vesting of any and all benefits set forth in this Paragraph 3.4(c), the vesting conditions set forth and agreed to in this Paragraph 3.4(c) shall constitute an irrevocable exercise of the Committee's (as such term is defined in the Stock Plan and the Cash Plan) lawful discretion under both the Stock Plan and the Cash Plan.

Rights Under Plans. If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), (e), or (f) in Section 3.1 hereof, the The Executive shall be entitled to the benefits of any stock options, stock appreciation rights, restricted stock grants, stock bonuses or other benefits theretofore granted by the Company to the Executive under any Plan, whether or not provided for in any agreement with the Company; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or any Plan; (ii) to the extent that any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall require by its terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier of (A) the later to occur of the fifteenth day of the third month following the date at which, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, extended or (B) the original expiration date had the Executive’s 's employment not so terminatedterminated ; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.

Rights Under Plans. (i) If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), or (e), or (f) in Section 3.1 hereof, then, subject to the provisions of Section 3.5, the Executive shall be entitled to the benefits of following rights with respect to any stock options, stock appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock bonuses or other benefits theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with the Company or the Company’s Parent; provided, however, that (i) all unvested stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives and similar benefits shall be deemed to be vested in full on the Termination Date, notwithstanding any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s Parent or any Plan; (ii) to the extent that any such stock options, options or stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits rights shall require by its their terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in any agreement or any Plan, be the earlier earliest of (A) the later to occur fifth anniversary of the fifteenth day Termination Date, (B) the tenth anniversary of the third month following the date at whichof grant of any awards under any Plan, or the December 31 of the calendar year in which, any such stock options, stock appreciation rights, restricted stock grants, stock bonuses, long-term incentives or similar benefits would otherwise have expired if not extended, or and (BC) the original expiration date had the Executive’s employment not so terminated; provided, however, that no such extension of the period in which an incentive stock option, within the meaning of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension would result in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive stock options under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation rights, restricted stock grants, restricted stock units, or stock bonuses, long-term incentives or similar benefits shall have the effect of subjecting the Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such liability.