Common use of Termination of Employment Change of Control Clause in Contracts

Termination of Employment Change of Control. (a) In the event the employment of the Optionee by the Company or by any parent or subsidiary of the Company is terminated, other than in the circumstances specified in subsection (b) or (c) below, the Option held by the Optionee may be exercised at any time prior to its expiration date or the expiration of six months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of such termination. (1) In the event the Optionee’s employment is terminated because of death, the Option held by the Optionee may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to its expiration date or the expiration of twelve months after the date of death, whichever is the shorter period. The Option shall be exercisable only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death. (2) In the event the Optionee’s employment is terminated by retirement at normal retirement age as defined under the provisions of the Company’s Retirement Plan, the Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to its expiration date, the expiration of five years after the date of such termination of employment, or the expiration of one year after the date of death of the Optionee following termination of employment, whichever period is shorter. (3) If the Optionee’s employment is terminated under conditions of early retirement as defined under the provisions of the Company’s Retirement Plan, the Option may be exercised at any time prior to its expiration date or the expiration of twelve months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of termination. (4) In the event of termination of employment because of total disability, the Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to the expiration date of the Option or twelve months after the date of such termination of employment, whichever is the shorter period. The term “total disability” means a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the optionee to be unable, in the opinion of the Company and two independent physicians, to perform his or her duties as an employee of the Company and to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the Company and the two independent physicians have furnished their opinion of total disability to the Company. Precision Castparts Corp. (5) In the event of termination of employment for cause, the Optionee’s right to exercise the Option shall immediately terminate and the Option shall be forfeited. For these purposes, “cause” for termination shall exist if the Optionee (i) has committed any act of fraud, embezzlement, misappropriation, theft or any material violation of the Company’s Code of Conduct in the course of the Optionee’s employment; (ii) the Optionee has violated any federal, state, foreign or local law, ordinance, rule or regulation (other than minor traffic violations or similar offenses) that is materially detrimental to the business, reputation, or goodwill of the Company or a subsidiary of the Company; or (iii) the Optionee has continually and intentionally failed or refused to perform his or her assigned job duties and responsibilities, and such failure or breach is not cured within thirty (30) days after the Optionee is provided with written notice specifically describing the asserted failure or refusal. Notwithstanding other provisions of this Agreement, the Company may suspend the exercisability of the Option during the pendency of any investigation of whether cause exists to terminate the Optionee’s employment.

Termination of Employment Change of Control. (a) In the event that the Participant’s employment of the Optionee is terminated by the Company without Cause (as defined below), or by any parent or subsidiary the Participant for Good Reason (as defined below), then upon such termination: (i) the vesting of all unvested Option Shares shall be accelerated such that such Option Shares shall be deemed vested as if the Participant had remained continuously employed with the Company is terminatedfor one year following the termination date; and (ii) the Option shall remain exercisable with respect to all vested Option Shares for a period of 365 calendar days following the termination date, other than in after which date the circumstances specified in subsection Option shall expire. (b) In the event that the Participant’s employment is terminated by the Company for Cause, or by the Participant other than for Good Reason, then upon such termination the vesting applicable to all unvested Option Shares shall cease immediately and the Participant shall have a period of 90 days to exercise the Option with respect to any and all vested Option Shares, after which time the Option shall expire. (c) below, In the Option held by event that the Optionee may be exercised Participant’s employment is terminated at any time beginning the day that is 90 days prior to its the effective date of a Change of Control (as defined below) (the “Trigger Date”) and ending on the date that is 12 months following the Trigger Date, then all unvested Option Shares shall immediately vest in full and the Option will remain exerciseable for a period of 365 calendar days following the date of such termination, after which time the Option shall expire. (d) If Participant’s employment terminates because of disability (as defined in Code Section 22(e), or any successor provision), this Option shall terminate on the earlier of (i) the close of business on the twelve-month anniversary date of such termination of employment, and (ii) the expiration date or of this Option stated in Paragraph 2 above. In such period following the expiration termination of six months after Participant’s employment, this Option shall be exercisable only to the extent the Option was vested upon the date of such termination of employment, whichever is the shorter period, but only if and to had not previously been exercised. To the extent the Optionee this Option was entitled to exercise the Option on not vested upon the date of such terminationtermination of employment, or if Participant does not exercise the Option within the time specified in this Paragraph 3(d), all rights of Participant under this Option shall be forfeited. (1e) In the event the Optioneeof Participant’s employment is terminated because of death, this Option shall terminate on the earlier of (i) the close of business on the twelve-month anniversary of the date of Participant’s death, and (ii) the expiration date of this Option held by the Optionee stated in Paragraph 2 above. In such period following Participant’s death, this Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to its expiration date or the expiration of twelve months after the date of death, whichever is the shorter period. The Option shall be exercisable only by the person or persons to whom the OptioneeParticipant’s rights under the this Option shall pass have passed by the OptioneeParticipant’s will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death. (2) In the event the Optionee’s employment is terminated by retirement at normal retirement age as defined under the provisions of the Company’s Retirement Plan, the Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to its expiration date, the expiration of five years after the date of such termination of employment, or the expiration of one year after the date of death of the Optionee following termination of employment, whichever period is shorter. (3) If the Optionee’s employment is terminated under conditions of early retirement as defined under the provisions of the Company’s Retirement Plan, the Option may be exercised at any time prior to its expiration date or the expiration of twelve months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the Optionee Option was entitled to exercise the Option on vested upon the date of termination. (4) In Participant’s death, but had not previously been exercised. To the event of termination of employment because of total disability, the extent this Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to the expiration date of the Option or twelve months after was not vested upon the date of Participant’s death, or if such termination of employment, whichever is the shorter period. The term “total disability” means a mental person or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the optionee to be unable, in the opinion of the Company and two independent physicians, to perform his or her duties as an employee of the Company and to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the Company and the two independent physicians have furnished their opinion of total disability to the Company. Precision Castparts Corp. (5) In the event of termination of employment for cause, the Optionee’s right persons fail to exercise this Option within the Option shall immediately terminate and the time specified in this Paragraph 3(e), all rights under this Option shall be forfeited. . (f) For these purposes, “cause” for termination shall exist if the Optionee (i) has committed any act of fraud, embezzlement, misappropriation, theft or any material violation of the Company’s Code of Conduct in the course of the Optionee’s employment; (ii) the Optionee has violated any federal, state, foreign or local law, ordinance, rule or regulation (other than minor traffic violations or similar offenses) that is materially detrimental to the business, reputation, or goodwill of the Company or a subsidiary of the Company; or (iii) the Optionee has continually and intentionally failed or refused to perform his or her assigned job duties and responsibilities, and such failure or breach is not cured within thirty (30) days after the Optionee is provided with written notice specifically describing the asserted failure or refusal. Notwithstanding other provisions purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings set forth in the Employment Agreement between the Company may suspend and the exercisability of the Option during the pendency of any investigation of whether cause exists to terminate the Optionee’s employmentParticipant dated , 2010.

Termination of Employment Change of Control. (a) In the event the employment of the Optionee by the Company or by any parent or subsidiary of the Company is terminatedterminated for any reason, voluntarily or involuntarily, with or without cause, other than in the circumstances specified in subsection (b) or (c) below, the Option held by the Optionee may be exercised at any time prior to its expiration date or the expiration of six months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of such termination. (1b) In the event the Optionee’s employment is terminated because of death, the Option held by the Optionee may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to its expiration date or the expiration of twelve months after the date of death, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the option on the date of death. The Option shall be exercisable only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death. (2) . In the event the Optionee’s employment is terminated by retirement at normal retirement age as defined under the provisions of the Company’s Retirement Planon or after December 31, 2008, the Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, 2.2 at any time prior to its expiration date, the expiration of five years after the date of such termination of employment, or the expiration of one year after the date of death of the Optionee following termination of employment, whichever period is shorter. (3) . If the Optionee’s employment is terminated under conditions of early by retirement as defined under the provisions of the Company’s Retirement Planprior to December 31, 2008, the Option may be exercised at any time prior to its expiration date or the expiration of twelve months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of termination. (4) . In the event of termination of employment because of total disability, the Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to the expiration date of the Option or twelve six months after the date of such termination of employment, whichever is the shorter periodperiod but only if and to the extent the Optionee was entitled to exercise the Option on the date of termination. The term “total disability” means a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the optionee to be unable, in the opinion of the Company and two independent physicians, to perform his or her duties as an employee of the Company and to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the Company and the two independent physicians have furnished their opinion of total disability to the Company. Precision Castparts Corp. (5) In the event of termination of employment for cause, the Optionee’s right to exercise the Option shall immediately terminate and the Option shall be forfeited. For these purposes, “cause” for termination shall exist if the Optionee (i) has committed any act of fraud, embezzlement, misappropriation, theft or any material violation of the Company’s Code of Conduct in the course of the Optionee’s employment; (ii) the Optionee has violated any federal, state, foreign or local law, ordinance, rule or regulation (other than minor traffic violations or similar offenses) that is materially detrimental to the business, reputation, or goodwill of the Company or a subsidiary of the Company; or (iii) the Optionee has continually and intentionally failed or refused to perform his or her assigned job duties and responsibilities, and such failure or breach is not cured within thirty (30) days after the Optionee is provided with written notice specifically describing the asserted failure or refusal. Notwithstanding other provisions of this Agreement, the Company may suspend the exercisability of the Option during the pendency of any investigation of whether cause exists to terminate the Optionee’s employment.

Termination of Employment Change of Control. (a) In the event the employment of the Optionee by the Company or by any parent or subsidiary of the Company is terminatedterminated for any reason, voluntarily or involuntarily, with or without cause, other than in the circumstances specified in subsection (b) or (c) below, the Option held by the Optionee may be exercised at any time prior to its expiration date or the expiration of six months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of such termination. (1b) In the event the Optionee’s employment is terminated because of death, the Option held by the Optionee may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to its expiration date or the expiration of twelve months after the date of death, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the option on the date of death. The Option shall be exercisable only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death. (2) . In the event the Optionee’s employment is terminated by retirement at normal retirement age as defined under the provisions of the Company’s Retirement Plan, the Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, 2.2 at any time prior to its expiration date, the expiration of five years after the date of such termination of employment, or the expiration of one year after the date of death of the Optionee following termination of employment, whichever period is shorter. (3) . If the Optionee’s employment is terminated under conditions of bona fide early retirement as defined under the provisions of the Company’s Retirement Planretirement, the Option may be exercised at any time prior to its expiration date or the expiration of twelve months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of termination. (4) . In the event of termination of employment because of total disability, the Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to the expiration date of the Option or twelve six months after the date of such termination of employment, whichever is the shorter periodperiod but only if and to the extent the Optionee was entitled to exercise the Option on the date of termination. The term “total disability” means a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the optionee to be unable, in the opinion of the Company and two independent physicians, to perform his or her duties as an employee of the Company and to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the Company and the two independent physicians have furnished their opinion of total disability to the Company. Precision Castparts Corp. (5) In the event of termination of employment for cause, the Optionee’s right to exercise the Option shall immediately terminate and the Option shall be forfeited. For these purposes, “cause” for termination shall exist if the Optionee (i) has committed any act of fraud, embezzlement, misappropriation, theft or any material violation of the Company’s Code of Conduct in the course of the Optionee’s employment; (ii) the Optionee has violated any federal, state, foreign or local law, ordinance, rule or regulation (other than minor traffic violations or similar offenses) that is materially detrimental to the business, reputation, or goodwill of the Company or a subsidiary of the Company; or (iii) the Optionee has continually and intentionally failed or refused to perform his or her assigned job duties and responsibilities, and such failure or breach is not cured within thirty (30) days after the Optionee is provided with written notice specifically describing the asserted failure or refusal. Notwithstanding other provisions of this Agreement, the Company may suspend the exercisability of the Option during the pendency of any investigation of whether cause exists to terminate the Optionee’s employment.