Common use of Termination by Reason of Retirement or Disability Clause in Contracts

Termination by Reason of Retirement or Disability. If Grantee's employment by the Cardinal Group terminates by reason of retirement or disability (each as defined in the Plan) prior to the Grant Vesting Date, then, unless otherwise determined by the Committee within 60 days of such retirement or disability, a Ratable Portion of the Option shall vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) the Grant Vesting Date. Such Ratable Portion shall be an amount equal to the number of Shares the subject of the Option, multiplied by a fraction the numerator of which shall be the number of days from the Grant Date through the date of such termination, and the denominator of which shall be the number of days from the Grant Date through the Grant Vesting Date. The Option, to the extent vested, may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the earlier of the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date (the "Exercise Period"). If Grantee has at least 15 years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the Grant Expiration Date. Notwithstanding the foregoing, if Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion of the Option shall vest upon the 60th day after such death, and the Option may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of Grantee under the will of Grantee from and after the 60th day after such death, for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.

Termination by Reason of Retirement or Disability. If Grantee's employment by the Cardinal Group terminates by reason of retirement or disability (each as defined in the Plan) prior to the Grant Vesting Datevesting in full of the Option, then, unless otherwise determined by the Committee within 60 days of such retirement or disability, a Ratable Portion of each installment of the Option that would have vested on a Vesting Date shall vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) the Grant such Vesting Date. Such Ratable Portion shall shall, with respect to the applicable installment, be an amount equal to the number of Shares the subject such installment of the Option, Option scheduled to vest on the applicable Vesting Date multiplied by a fraction fraction, the numerator of which shall be the number of days from the Grant Date through the date of such termination, and the denominator of which shall be the number of days from the Grant Date through the Grant such Vesting Date. The Option, to the extent vested, may be exercised after the Grant Vesting Date date of vesting by Grantee (or any transferee, if applicable) until the earlier of the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date (the "Exercise Period"). If Grantee has at least 15 years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date date of vesting by Grantee (or any transferee, if applicable) until the Grant Expiration Date. Notwithstanding the foregoing, if Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion with respect to each installment of the Option that has not yet vested shall vest upon the 60th day after such death, and the Option Option, to the extent vested, may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of Grantee under the will of Grantee from and after the 60th day after such death, for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.

Termination by Reason of Retirement or Disability. If Grantee's employment by the Cardinal Group terminates prior to the Grant Vesting Date by reason of retirement or disability (each as defined in the Plan) prior to the Grant Vesting Date), then, unless otherwise determined by the Committee within 60 days of such retirement or disability, a Ratable Portion (defined below) of the Option shall will vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) on the Grant Vesting Date. Such "Ratable Portion Portion" shall be an amount equal to the number of Shares the subject of the Option, multiplied by a fraction the numerator of which shall be the number of days from full months between the Grant Date through and the date of such terminationretirement or disability, and the denominator of which shall be the number of days full months from the Grant Date through to the Grant Vesting Date. The Option, to the extent vested, Option may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the earlier of the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date (the "Exercise Period"); provided, however, that any vesting that would otherwise occur during the 60-day period beginning immediately after such retirement or disability shall not occur until the end of such 60-day period. If Grantee has at least 15 years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the Grant Expiration Date. Notwithstanding the foregoing, if Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion of the Option shall vest upon the 60th day after such death, and the Option may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of Grantee under the will of Grantee from and after the 60th day after such death, for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.

Termination by Reason of Retirement or Disability. If Grantee's ’s employment by the Cardinal Group terminates prior to the Grant Vesting Date by reason of retirement or disability (each as defined in the Plan) prior to the Grant Vesting Date), then, unless otherwise determined by the Committee within 60 days of such retirement or disability, a Ratable Portion (defined below) of the Option shall will vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) on the Grant Vesting Date. Such “Ratable Portion Portion” shall be an amount equal to the number of Shares the subject of the Option, multiplied by a fraction the numerator of which shall be the number of days from full months between the Grant Date through and the date of such terminationretirement or disability, and the denominator of which shall be the number of days full months from the Grant Date through to the Grant Vesting Date. The Option, to the extent vested, Option may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the earlier of the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date (the "“Exercise Period"”); provided, however, that any vesting that would otherwise occur during the 60-day period beginning immediately after such retirement or disability shall not occur until the end of such 60-day period. If Grantee has at least 15 years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the Grant Expiration Date. Notwithstanding the foregoing, if Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion of the Option shall vest upon the 60th day after such deathupon, and the Option may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of Grantee under the will of Grantee from and after after, the 60th day after such death, for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.

Termination by Reason of Retirement or Disability. If Grantee's ’s employment by the Cardinal Group terminates prior to the Grant Vesting Date by reason of retirement or disability (each as defined in the Plan) prior to the Grant Vesting Date), then, unless otherwise determined by the Committee within 60 days of such retirement or disability, a Ratable Portion (defined below) of the Option shall will vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) on the Grant Vesting Date. Such “Ratable Portion Portion” shall be an amount equal to the number of Shares the subject of the Option, multiplied by a fraction the numerator of which shall be the number of days from full months between the Grant Date through and the date of such terminationretirement or disability, and the denominator of which shall be the number of days full months from the Grant Date through to the Grant Vesting Date. The Option, to the extent vested, Option may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the earlier of the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date (the "“Exercise Period"”); provided, however, that any vesting that would otherwise occur during the 60-day period beginning immediately after such retirement or disability shall not occur until the end of such 60-day period. If Grantee has at least 15 years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the Grant Expiration Date. Notwithstanding the foregoing, if Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion of the Option shall vest upon the 60th day after such death, and the Option may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of Grantee under the will of Grantee from and after the 60th day after such death, for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.

Termination by Reason of Retirement or Disability. If the Grantee's employment by the Cardinal Group terminates prior to the Grant Vesting Date by reason of retirement or disability (each as defined in the Plan) prior to or Incapacity (as defined in the Grant Vesting DateEmployment Agreement dated as of February 5, 2003 between the Company and Grantee), then, unless otherwise determined by the Committee within 60 sixty days of such retirement retirement, disability, or disabilityIncapacity, a Ratable Portion (defined below) of the Option shall will vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) on the Grant Vesting Date. Such "Ratable Portion Portion" shall be an amount equal to the number of Shares the subject of the Option, multiplied by a fraction the numerator of which shall be the number of days from full months between the Grant Date through and the date of such terminationretirement or disability, and the denominator of which shall be the number of days full months from the Grant Date through to the Grant Vesting Date. The Option, to the extent vested, Option may be exercised after the Grant Vesting Date by the Grantee (or any transferee, if applicable) until the earlier of (the "Exercise Period") the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date (expiration of the "Exercise Period")stated term of the Option; provided, that any vesting that would otherwise occur during the sixty-day period beginning immediately after such retirement or disability shall not occur until the end of such sixty-day period. If the Grantee has at least 15 fifteen years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date by the Grantee (or any transferee, if applicable) until the Grant Expiration Dateexpiration of the stated term of the Option. Notwithstanding the foregoing, if the Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion of the Option shall vest upon the 60th day after such deathupon, and the Option may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of the Grantee under the will of the Grantee from and after after, the 60th sixtieth day after such death, death for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.

Termination by Reason of Retirement or Disability. If Grantee's ’s employment by the Cardinal Group terminates by reason of retirement or disability (each as defined in the Plan) prior to the Grant Vesting Datevesting in full of the Option, then, unless otherwise determined by the Committee within 60 days of such retirement or disability, a Ratable Portion of each installment of the Option that would have vested on a Vesting Date shall vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) the Grant such Vesting Date. Such Ratable Portion shall shall, with respect to the applicable installment, be an amount equal to the number of Shares the subject such installment of the Option, Option scheduled to vest on the applicable Vesting Date multiplied by a fraction fraction, the numerator of which shall be the number of days from the Grant Date through the date of such termination, and the denominator of which shall be the number of days from the Grant Date through the Grant such Vesting Date. The Option, to the extent vested, may be exercised after the Grant Vesting Date date of vesting by Grantee (or any transferee, if applicable) until the earlier of the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date (the "“Exercise Period"”). If Grantee has at least 15 years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date date of vesting by Grantee (or any transferee, if applicable) until the Grant Expiration Date. Notwithstanding the foregoing, if Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion with respect to each installment of the Option that has not yet vested shall vest upon the 60th day after such death, and the Option Option, to the extent vested, may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of Grantee under the will of Grantee from and after the 60th day after such death, for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.

Termination by Reason of Retirement or Disability. If Grantee's employment by the Cardinal Group terminates by reason of retirement or disability (each as defined in the Plan) prior to the Grant Vesting Datevesting in full of the Option, then, unless otherwise determined by the Committee within 60 days of such retirement or disability, a Ratable Portion of each installment of the Option that would have vested on a Vesting Date shall vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) the Grant such Vesting Date. Such Ratable Portion shall shall, with respect to the applicable installment, be an amount equal to the number of Shares the subject such installment of the Option, Option scheduled to vest on the applicable Vesting Date multiplied by a fraction fraction, the numerator of which shall be the number of days from the Grant Date through the date of such termination, and the denominator of which shall be the number of days from the Grant Date through the Grant such Vesting Date. The Option, to the extent vested, may be exercised after the Grant Vesting Date date of vesting by Grantee (or any transferee, if applicable) until the earlier of the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date (the "Exercise Period"). If Grantee has at least 15 years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date date of vesting by Grantee (or any transferee, if applicable) until the Grant Expiration Date. Notwithstanding the foregoing, if Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion of the Option shall vest upon the 60th day after such death, and the Option may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of Grantee under the will of Grantee from and after the 60th day after such death, for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.within

Termination by Reason of Retirement or Disability. If Grantee's ’s employment by the Cardinal Group terminates prior to the Grant Vesting Date by reason of retirement or disability (each as defined in the Plan) prior to the Grant Vesting Date), then, unless otherwise determined by the Committee within 60 days of such retirement or disability, a Ratable Portion (defined below) of the Option shall will vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) on the Grant Vesting Date. Such “Ratable Portion Portion” shall be an amount equal to the number of Shares the subject of the Option, multiplied by a fraction the numerator of which shall be the number of days from full months between the Grant Date through and the date of such terminationretirement or disability, and the denominator of which shall be the number of days full months from the Grant Date through to the Grant Vesting Date. The Option, to the extent vested, Option may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the earlier of the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date (the "“Exercise Period"”); provided, however, that any vesting that would otherwise occur during the 60-day period beginning immediately after such retirement or disability shall not occur until the end of such 60-day period. If Grantee has at least 15 years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date by Grantee (or any transferee, if applicable) until the Grant Expiration Date. Notwithstanding the foregoing, if Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion of the Option shall vest upon the 60th day after such death, and the Option may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of Grantee under the will of Grantee from and after after, the 60th day after such death, death for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.

Termination by Reason of Retirement or Disability. If the Grantee's employment by the Cardinal Group terminates prior to the Grant Vesting Date by reason of retirement or disability (each as defined in the Plan) prior to the Grant Vesting Date), then, unless otherwise determined by the Committee within 60 sixty days of such retirement or disability, a Ratable Portion (defined below) of the Option shall will vest upon and become exercisable in full from and after the later of (x) the 60th day after such termination of employment and (y) on the Grant Vesting Date. Such "Ratable Portion Portion" shall be an amount equal to the number of Shares the subject of to the Option, multiplied by a fraction the numerator of which shall be the number of days from full months between the Grant Date through and the date of such terminationretirement or disability, and the denominator of which shall be the number of days full months from the Grant Date through to the Grant Vesting Date. The Option, to the extent vested, Option may be exercised after the Grant Vesting Date by the Grantee (or any transferee, if applicable) until the earlier of the fifth anniversary of the date of such retirement or disability or the Grant Expiration Date expiration of the stated term of the Option (the "Exercise Period"); provided, that any vesting that would otherwise occur during the sixty-day period beginning immediately after such retirement or disability shall not occur until the end of such sixty-day period. If the Grantee has at least 15 fifteen years of service with the Cardinal Group at the time of retirement, the Option may be exercised after the Grant Vesting Date by the Grantee (or any transferee, if applicable) until the Grant Expiration Dateexpiration of the stated term of the Option. Notwithstanding the foregoing, if the Grantee dies after retirement or disability but before the expiration of the Exercise Period, unless otherwise determined by the Committee within 60 days of such death, the Ratable Portion of the Option shall vest upon the 60th day after such deathupon, and the Option may be exercised by any transferee of the Option, if applicable, or by the legal representative of the estate or by the legatee of the Grantee under the will of the Grantee from and after after, the 60th sixtieth day after such death, death for a period of one year (or such other period as the Committee may specify at or after grant or death) from the date of death or until the expiration of the Exercise Period, whichever period is shorter.