Common use of Termination After Attaining Age 55 Clause in Contracts

Termination After Attaining Age 55. If the Optionee terminates employment (other than as a result of death or Disability) after attaining age 55 but prior to age 65, unless the Committee determines otherwise at the time of such termination, the Option shall continue to vest in accordance with the original schedule (just as if the Optionee had remained employed) and shall remain exercisable until five (5) years after the date of termination (but not beyond the Exercise Term). In the event of the Optionee's death after such termination, the Option shall continue to be exercisable in accordance with this subsection (d) as if the Optionee had lived and the Option shall be exercisable by the persons described in (a) above." 3. Each of the Stock Option Agreements for the Options listed on Exhibit C attached hereto is hereby amended to delete the existing Section 6.2 in its entirety and to substitute the following in lieu thereof:

Termination After Attaining Age 55. If the Optionee terminates employment (other than as a result of death or Disability) after attaining age 55 but prior to age 65, unless the Committee determines otherwise at the time of such termination, the Option shall continue to vest in accordance with the original schedule (just as if the Optionee had remained employed) and shall remain exercisable until five (5) years after the date of termination (but not beyond the Exercise Term). In the event of the Optionee's death after such termination, the Option shall continue to be exercisable in accordance with this subsection (db) as if the Optionee had lived and the Option shall be exercisable by the persons described in (a) above." 32. Each of the The Stock Option Agreements Agreement for the Options Option listed on Exhibit C B attached hereto is hereby amended to delete the existing Section 6.2 in its entirety and to substitute insert the following in lieu thereof:as a new subsection 6.2(d):