Common use of Termination of Employment, Disability, or Death Clause in Contracts

Termination of Employment, Disability, or Death. (a) Except as provided below, this Option may only be exercised while the Optionee is employed by, or providing service to, the Company, as an employee, member of the Board or advisor or consultant. In the event that the Optionee ceases to be employed by, or provide service to, the Company for any reason other than Disability (as defined in Paragraph (e) below), death or termination for Cause (as defined in Paragraph (e) below), the portion of this Option which is otherwise exercisable shall terminate unless exercised within 90 days after the date on which the Optionee ceases to be employed by, or provide service to, the Company, but in any event no later than the Expiration Date. Except as otherwise provided by the Committee, the portion of this Option which is not otherwise exercisable as of the date on which the Optionee ceases to be employed by, or provide service to, the Company shall terminate as of such date. (b) In the event the Optionee ceases to be employed by, or provide service to, the Company on account of a termination for Cause by the Company, this Option shall terminate as of the date the Optionee ceases to be employed by, or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 3, if the Committee determines that the Optionee has engaged in conduct that constitutes Cause at any time while the Participant is employed by, or providing service to, the Company, or after the Participant’s termination of employment or service, this Option shall immediately terminate. In the event the Committee determines that the Optionee has engaged in conduct that constitutes Cause, in addition to the immediate termination of this Option, the Optionee shall automatically forfeit all Option Shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Option Price paid by the Optionee for such shares (subject to any right of setoff by the Company). (c) In the event the Optionee ceases to be employed by, or provide service to, the Company because the Optionee is Disabled, the portion of this Option which is otherwise exercisable by the Optionee shall terminate unless exercised within one year after the date on which the Optionee ceases to be employed by, or provide service to, the Company, but in any event no later than the Expiration Date. (d) If the Participant dies while employed by, or providing service to, the Company, the portion of the Option which is otherwise exercisable by the Optionee shall terminate unless exercised within one year after the date on which the Optionee ceases to be employed by, or provide service to, the Company, but in any event no later than the Expiration Date. (e) For purposes of this Section 6(e):

Termination of Employment, Disability, or Death. (a) Except as provided belowbelow or in the Executive Employment Agreement, this an Option may only be exercised while the Optionee Grantee is employed by, or providing service to, Employed by the Company, as an employee, member of the Board or advisor or consultantEmployer. In the event that the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer for any reason other than Disability Disability, death, termination for Cause, or as set forth in subparagraph (as defined in Paragraph b), (c),(d), (e) below), death or termination for Cause (as defined in Paragraph (ef) below), the portion of this any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within 90 days (twenty-four months if the termination is upon or after expiration of his Executive Employment Agreement) after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, within such other longer period of time as may be specified by the Company), but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided by herein or in the CommitteeExecutive Employment Agreement, any of the portion of this Option which is Grantee’s Options that are not otherwise exercisable as of the date on which the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer shall terminate as of such date. (b) In the event the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer on account of a termination for Cause by the CompanyEmployer for Cause, this any Option held by the Grantee shall terminate as of the 30th day after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 3date on which such Option would otherwise expire, if the Committee determines that the Optionee has engaged in conduct that constitutes Cause at any time while the Participant is employed by, or providing service to, the Company, or after the Participant’s termination of employment or service, this Option shall immediately terminate. In the event the Committee determines that the Optionee has engaged in conduct that constitutes Cause, in addition to the immediate termination of this Option, the Optionee shall automatically forfeit all Option Shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Option Price paid by the Optionee for such shares (subject to any right of setoff by the Company)earlier. (c) In the event the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer because the Optionee Grantee is Disabled, except as otherwise provided in the portion of this Executive Employment Agreement, any Option which is otherwise exercisable by the Optionee Grantee shall terminate unless exercised within one year twenty-four (24) months after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, within such other period of time as may be specified by the Company), but in any event no later than the Expiration Datedate of expiration of the Option term. (d) If the Participant Grantee dies while employed byEmployed by the Employer, or providing service toexcept as otherwise provided in the Executive Employment Agreement, all of the Companyunexercised outstanding Options of the Grantee shall become immediately exercisable and remain exercisable for a period of twenty-four (24) months from his date of death, but in no event later than the portion date of expiration of the Option which is otherwise exercisable by term. If the Optionee shall terminate unless exercised Grantee dies within one year 90 days after the date on which the Optionee Grantee ceases to be employed byEmployed by the Employer on account of a termination specified in subparagraph (a) above (or within such other period of time as may be specified in the Executive Employment ), any Option that is otherwise exercisable by the Grantee shall terminate unless exercised within the twenty-four (24) month period after the date on which the Grantee ceases to be Employed by the Employer (or provide service to, the Companywithin such other period of time as may be specified), but in any event no later than the Expiration Datedate of expiration of the Option term. (e) For purposes Notwithstanding anything herein to the contrary, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason, all of the unexercised outstanding Options of the Grantee shall become immediately exercisable and remain exercisable for a period of twenty-four (24) months from his termination of employment, but in no event later than the date of expiration of the Option term. (f) To the extent that any Company-sponsored plan, policy or arrangement, or any agreement to which the Company is a party provides for a longer exercise period for the Grantee’s Options under applicable circumstances than the exercise period that is provided for in this Section 6(e):Paragraph 6 under those circumstances, then the exercise period set forth in such plan, policy, arrangement or agreement applicable to such circumstances shall apply in lieu of the exercise period provided for in this Paragraph 6.

Termination of Employment, Disability, or Death. (a) Except as provided below, this the Option may only be exercised while the Optionee Grantee is employed by, or providing service to, Employed by the Company, as an employee, member of the Board or advisor or consultantEmployer. In the event that the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer for any reason other than Disability (Disability, death, termination for Cause, or as defined set forth in Paragraph subparagraph (e) below), death or termination for Cause (as defined in Paragraph (e) below), the that portion of this the Option which is otherwise exercisable by the Grantee shall terminate unless exercised within 90 days after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, within such other period of time as may be specified by the Company), but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided by the Committeeprovided, the any portion of this the Grantee’s Option which that is not otherwise exercisable as of the date on which the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer shall terminate as of such date. (b) In the event the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer on account of a termination for Cause by the CompanyEmployer for Cause, this the Option shall terminate as of the date on which the Optionee Grantee ceases to be employed byEmployed by the Employer or the date on which the Option would otherwise expire, or provide service to, the Companyif earlier. In addition, notwithstanding any other provisions of this Section 3Paragraph 6, if the Committee Company determines that the Optionee Grantee has engaged in conduct misconduct that constitutes Cause at any time while the Participant Grantee is employed by, or providing service to, Employed by the Company, Employer or after the ParticipantGrantee’s termination of employment or serviceemployment, this the Option shall immediately terminateterminate as of the date on which such misconduct constituting Cause first occurred, or the date on which the Option would otherwise expire, if earlier. In Upon any exercise of the event the Committee determines that the Optionee has engaged in conduct that constitutes Cause, in addition to the immediate termination of this Option, the Optionee shall automatically forfeit all Option Shares underlying any exercised portion Company may withhold delivery of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company certificates pending resolution of the Option Price paid by the Optionee for such shares (subject an inquiry that could lead to any right of setoff by the Company)a finding resulting in a forfeiture. (c) In the event the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer because the Optionee Grantee is Disabled, the portion of this Option which is otherwise exercisable by the Optionee Grantee shall terminate unless exercised within one (1) year after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, within such other period of time as may be specified by the Company), but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided, any portion of the Grantee’s Option that is not otherwise exercisable as of the date on which the Grantee ceases to be Employed by the Employer shall terminate as of such date. (d) If the Participant Grantee dies while employed by, or providing service toEmployed by the Employer, the Option shall become immediately exercisable in full and remain exercisable for a period of one (1) year from his date of death, but in no event later than the date of expiration of the Option term. If the Grantee dies within 90 days after the date on which the Grantee ceases to be Employed by the Employer on account of a termination specified in subparagraph (a) above (or within such other period of time as may be specified by the Company), the portion of the Option which that is otherwise exercisable by the Optionee Grantee shall terminate unless exercised within one (1) year after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, the Companywithin such other period of time as may be specified), but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided, any portion of the Grantee’s Option that is not otherwise exercisable as of the date on which the Grantee ceases to be Employed by the Employer shall terminate as of such date. (e) For purposes of this Section 6(e):

Termination of Employment, Disability, or Death. In general, subject to Section 6.14, options shall be exercisable by an optionee (aor his or her permitted successor in interest) Except as provided below, this Option may following such optionee's termination of employment only be exercised while to the Optionee is employed by, extent that such options had become exercisable on or providing service to, prior to the Company, as an employee, member date of the Board or advisor or consultantsuch termination. In the event that the Optionee an optionee ceases to be employed by, or provide service to, an employee of the Company and its subsidiaries for any reason (other than cause) while still living, any option or unexercised portion thereof granted to the optionee may, to the extent such option was exercisable by the optionee on or prior to the date he or she ceased to be an employee (or is accelerated pursuant to Section 6.14 to a date within three months of termination of employment), be exercised by the optionee within three months of the date on which he or she ceased to be an employee, but in any event not later than the date of expiration of the option. In the event of the death or disability (as defined in Section 105(d)(4) of the Code) of the optionee while he or she is an employee of the Company or any of its subsidiaries or within not more than three months of the date on which he or she ceased to be an employee for any reason other than Disability cause, any option or unexercised portion thereof granted to the optionee may, to the extent such option was exercisable by the optionee on or prior to the date of death or disability (or is accelerated pursuant to Section 6.14 to a date within the period during which such option may be exercised as defined in Paragraph (e) set forth below), death be exercised by the optionee or, if the optionee is then deceased or termination for Cause incapacitated, by the optionee's personal representatives, heirs, or legatees at any time prior to the later of (as defined in Paragraph (ei) below), the portion of this Option which is otherwise exercisable shall terminate unless exercised within 90 days after one year from the date on which the Optionee ceases optionee ceased to be employed by, an employee or provide service to, (ii) the Companylatest date the option could have been exercised by the optionee if not disabled or dead, but in any event no event, not later than the Expiration Datedate of expiration of the option. Except Notwithstanding the foregoing, however, if an optionee's employment with the Company and its subsidiaries is terminated for cause, as otherwise provided determined by the CommitteeAdministrator in its sole discretion, the portion of this Option which is not otherwise exercisable as of all options held by such optionee shall expire on the date on which the Optionee ceases to be employed by, or provide service to, the Company shall terminate as of such date. (b) In the event the Optionee ceases to be employed by, or provide service to, the Company on account of a termination for Cause by the Company, this Option shall terminate as of the date the Optionee ceases to be employed by, or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 3, if the Committee determines that the Optionee has engaged in conduct that constitutes Cause at any time while the Participant is employed by, or providing service to, the Company, or after the Participant’s termination of employment and thereafter shall not be exercisable in whole or service, this Option shall immediately terminate. In the event the Committee determines that the Optionee has engaged in conduct that constitutes Cause, in addition to the immediate termination of this Option, the Optionee shall automatically forfeit all Option Shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Option Price paid by the Optionee for such shares (subject to any right of setoff by the Company)part. (c) In the event the Optionee ceases to be employed by, or provide service to, the Company because the Optionee is Disabled, the portion of this Option which is otherwise exercisable by the Optionee shall terminate unless exercised within one year after the date on which the Optionee ceases to be employed by, or provide service to, the Company, but in any event no later than the Expiration Date. (d) If the Participant dies while employed by, or providing service to, the Company, the portion of the Option which is otherwise exercisable by the Optionee shall terminate unless exercised within one year after the date on which the Optionee ceases to be employed by, or provide service to, the Company, but in any event no later than the Expiration Date. (e) For purposes of this Section 6(e):

Termination of Employment, Disability, or Death. (a) Except as provided below6.1 The Company may, this Option may only be exercised while at its election at any time during the Optionee is employed byEmployment Term, or providing service to, terminate the Company, as an employee, member employment of the Board or advisor or consultantEmployee hereunder. In The Employee shall be entitled to receive his Base Salary, plus the event that full potential bonus applicable to the Optionee ceases to be employed byperiod in which termination occurs, or provide service to, pro rated through the Company for any reason other than Disability (as defined in Paragraph (e) below), death or termination for Cause (as defined in Paragraph (e) below), the portion effective date of this Option which is otherwise exercisable shall terminate unless exercised within 90 days after the date on which the Optionee ceases to be employed by, or provide service to, the Company, but in any event no later than the Expiration Date. Except as otherwise provided by the Committee, the portion of this Option which is not otherwise exercisable as of the date on which the Optionee ceases to be employed by, or provide service to, the Company shall terminate as of such date. (b) In the event the Optionee ceases to be employed by, or provide service to, the Company on account of a termination for Cause by the Company, this Option shall terminate as of the date the Optionee ceases to be employed by, or provide service to, the Companytermination. In addition, notwithstanding any other provisions bonus or commissions due the Employee will be paid within 30 days of this termination. Except in the event of termination pursuant to Section 312 hereof, if such termination shall be effective upon the Committee determines expiration of the period of notice set forth in Paragraph 7(a) of the Term Sheet and otherwise in accordance with the Company's established practices at the date of termination. The Employee shall continue in the good faith full-time performance of his duties and responsibilities hereunder throughout Page3 any notice period; provided that the Optionee has engaged in conduct that constitutes Cause at any time while the Participant is employed by, or providing service to, the Company, or after in its sole discretion, may discharge any obligation to provide notice hereunder by the Participant’s termination payment of employment or serviceBase Salary for the minimum period otherwise required for such notice to become effective, this Option and the Employee's engagement hereunder shall immediately terminate. In in such event terminate immediately. 6.2 If the event the Committee determines that the Optionee has engaged in conduct that constitutes CauseEmployee, in addition as a result of Substantial Disability (as hereinafter defined), becomes unable to render to the immediate termination of this Option, Company the Optionee shall automatically forfeit all Option Shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Option Price paid by the Optionee for such shares (subject to any right of setoff by the Company). (c) In the event the Optionee ceases to be employed by, or provide service toservices required hereunder, the Company because may, in its discretion, with prior written notice of at least two weeks, terminate the Optionee is DisabledEmployee's engagement hereunder. The Employment Term shall terminate at the expiration of such notice period, provided that such termination shall not affect the portion right of this Option the Employee to continue to receive benefits under any disability insurance plan covering the Employee which is otherwise exercisable by the Optionee shall terminate unless exercised within one year after in effect at the date on which of termination. For the Optionee ceases to be employed by, or provide service to, the Company, but in any event no later than the Expiration Date. (d) If the Participant dies while employed by, or providing service to, the Company, the portion of the Option which is otherwise exercisable by the Optionee shall terminate unless exercised within one year after the date on which the Optionee ceases to be employed by, or provide service to, the Company, but in any event no later than the Expiration Date. (e) For purposes of this Section 6(e):6.2, the term "Substantial Disability" shall mean a condition of illness or other physical or mental disability that (a) shall permit the Employee to receive long-term disability benefits under the applicable health insurance policies maintained by the Company or (b) renders the Employee unable to perform the services required under this Agreement for a period of 60 consecutive days, or otherwise for a total of 90 days during any period of 12 months.

Termination of Employment, Disability, or Death. (a) Except as provided below, this the Option may only be exercised while the Optionee Grantee is employed by, or providing service to, Employed by the Company, as an employee, member of the Board or advisor or consultantEmployer. In the event that the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer for any reason other than Disability (Disability, death, Termination of Employment for Cause, or as defined set forth in Paragraph subparagraph (e) below), death or termination for Cause (as defined in Paragraph (e) below), the that portion of this the Option which is otherwise exercisable by the Grantee shall terminate unless exercised within 90 days three (3) months after the date on which the Optionee Grantee ceases to be employed by, or provide service to, Employed by the CompanyEmployer, but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided by the Committeeprovided, the any portion of this the Grantee’s Option which that is not otherwise exercisable as of the date on which the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer shall terminate as of such date. (b) In the event the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer on account of a termination for Cause Termination of Employment by the CompanyEmployer for Cause, this the Option shall terminate as of the date on which the Optionee Grantee ceases to be employed byEmployed by the Employer or the date on which the Option would otherwise expire, or provide service to, the Companyif earlier. In addition, notwithstanding any other provisions of this Section 3Paragraph 6, if the Committee Company determines that the Optionee Grantee has engaged in conduct misconduct that constitutes Cause at any time while the Participant Grantee is employed by, or providing service to, Employed by the Company, Employer or after the ParticipantGrantee’s termination Termination of employment or serviceEmployment, this the Option shall immediately terminateterminate as of the date on which such misconduct constituting Cause first occurred, or the date on which the Option would otherwise expire, if earlier. In Upon any exercise of the event the Committee determines that the Optionee has engaged in conduct that constitutes Cause, in addition to the immediate termination of this Option, the Optionee shall automatically forfeit all Option Shares underlying any exercised portion Company may withhold delivery of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company certificates pending resolution of the Option Price paid by the Optionee for such shares (subject an inquiry that could lead to any right of setoff by the Company)a finding resulting in a forfeiture. (c) In the event the Optionee Grantee ceases to be employed by, or provide service toEmployed by the Employer because the Grantee is subject to a Disability, the Company because the Optionee is Disabled, the portion of this Option which is otherwise exercisable by the Optionee Grantee shall terminate unless exercised within one (1) year after the date on which the Optionee Grantee ceases to be employed by, or provide service to, Employed by the CompanyEmployer, but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided, any portion of the Grantee’s Option that is not otherwise exercisable as of the date on which the Grantee ceases to be Employed by the Employer shall terminate as of such date. (d) If the Participant Grantee dies while employed by, or providing service toEmployed by the Employer, the CompanyOption shall become immediately exercisable in full and remain exercisable for a period of one (1) year from his date of death, but in no event later than the date of expiration of the Option term. If the Grantee dies within three (3) months after the date on which the Grantee ceases to be Employed by the Employer on account of a Termination of Employment specified in subparagraph (a) above, the portion of the Option which that is otherwise exercisable by the Optionee Grantee shall terminate unless exercised within one (1) year after the date on which the Optionee Grantee ceases to be employed by, or provide service to, Employed by the CompanyEmployer, but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided, any portion of the Grantee’s Option that is not otherwise exercisable as of the date on which the Grantee ceases to be Employed by the Employer shall terminate as of such date. (e) For purposes of this Section 6(e):

Termination of Employment, Disability, or Death. (a) Except as provided below, this an Option may only be exercised while the Optionee Grantee is employed by, or providing service to, Employed by the Company, as an employee, member of the Board or advisor or consultantEmployer. In the event that the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer for any reason other than Disability (Disability, death, termination for Cause, or as defined set forth in Paragraph subparagraph (e) below), death or termination for Cause (as defined in Paragraph (e) below), the portion of this any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within 90 days after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, within such other period of time as may be specified by the Company), but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided by provided, any of the Committee, the portion of this Option which is Grantee’s Options that are not otherwise exercisable as of the date on which the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer shall terminate as of such date. (b) In the event the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer on account of a termination for Cause by the CompanyEmployer for Cause, this any Option held by the Grantee shall terminate as of the date on which the Optionee Grantee ceases to be employed byEmployed by the Employer or the date on which such Option would otherwise expire, or provide service to, the Companyif earlier. In addition, notwithstanding any other provisions of this Section 3Paragraph 6, if the Committee Company determines that the Optionee Grantee has engaged in conduct misconduct that constitutes Cause at any time while the Participant Grantee is employed by, or providing service to, Employed by the Company, Employer or after the ParticipantGrantee’s termination of employment employment, any Option held by the Grantee shall terminate as of the date on which such misconduct constituting Cause first occurred, or servicethe date on which such Option would otherwise expire, this Option shall immediately terminateif earlier. In the event the Committee determines that the Optionee has engaged in conduct that constitutes Cause, in addition to the immediate termination Upon any exercise of this an Option, the Optionee shall automatically forfeit all Option Shares underlying any exercised portion Company may withhold delivery of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company certificates pending resolution of the Option Price paid by the Optionee for such shares (subject an inquiry that could lead to any right of setoff by the Company)a finding resulting in a forfeiture. (c) In the event the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer because the Optionee Grantee is Disabled, the portion of this any Option which is otherwise exercisable by the Optionee Grantee shall terminate unless exercised within one (1) year after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, within such other period of time as may be specified by the Company), but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided, any of the Grantee’s Options that are not otherwise exercisable as of the date on which the Grantee ceases to be Employed by the Employer shall terminate as of such date. (d) If the Participant Grantee dies while employed byEmployed by the Employer, or providing service toall of the unexercised outstanding Options of the Grantee shall become immediately exercisable and remain exercisable for a period of one (1) year from his date of death, but in no event later than the Company, the portion date of expiration of the Option term. If the Grantee dies within 90 days after the date on which the Grantee ceases to be Employed by the Employer on account of a termination specified in subparagraph (a) above (or within such other period of time as may be specified by the Company), any Option that is otherwise exercisable by the Optionee Grantee shall terminate unless exercised within one (1) year after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, the Companywithin such other period of time as may be specified), but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided, any of the Grantee’s Options that are not otherwise exercisable as of the date on which the Grantee ceases to be Employed by the Employer shall terminate as of such date. (e) For purposes Notwithstanding anything herein to the contrary, to the extent that any Company-sponsored plan, policy or arrangement, or any agreement to which the Company is a party provides for a longer exercise period for the Grantee’s Options under applicable circumstances than the exercise period that is provided for in this Paragraph 6 under those circumstances, then the exercise period set forth in such plan, policy, arrangement or agreement applicable to such circumstances shall apply in lieu of the exercise period provided for in this Section 6(e):Paragraph 6.

Termination of Employment, Disability, or Death. (a) Except as provided below, this the Option may only be exercised while the Optionee Grantee is employed by, or providing service to, Employed by the Company, as an employee, member of the Board or advisor or consultantEmployer. In the event that the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer for any reason other than Disability Disability, death, termination for Cause, or as set forth in subparagraph (as defined in Paragraph b), (c),(d), (e) below), death or termination for Cause (as defined in Paragraph (ef) below), the portion of this Option which is otherwise exercisable shall terminate unless exercised within 90 days after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, within such other longer period of time as may be specified by the Company), but in any event no later than the Expiration Datedate of expiration of the Option term. Except as otherwise provided by herein or in the CommitteeExecutive Employment Agreement, the any portion of this the Option which that is not otherwise exercisable as of the date on which the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer shall terminate as of such date. (b) In the event the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer on account of a termination for Cause by the CompanyEmployer for Cause, this the Option shall terminate as of the 30th day after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 3date on which the Option would otherwise expire, if the Committee determines that the Optionee has engaged in conduct that constitutes Cause at any time while the Participant is employed by, or providing service to, the Company, or after the Participant’s termination of employment or service, this Option shall immediately terminate. In the event the Committee determines that the Optionee has engaged in conduct that constitutes Cause, in addition to the immediate termination of this Option, the Optionee shall automatically forfeit all Option Shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Option Price paid by the Optionee for such shares (subject to any right of setoff by the Company)earlier. (c) In the event the Optionee Grantee ceases to be employed by, or provide service to, Employed by the Company Employer because the Optionee Grantee is Disabled, except as otherwise provided in the Executive Employment Agreement, the unexercised outstanding portion of this the Option which is otherwise shall become immediately exercisable by the Optionee and shall terminate unless exercised within one year twelve (12) months after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, within such other period of time as may be specified by the Company), but in any event no later than the Expiration Datedate of expiration of the Option term. (d) If the Participant Grantee dies while employed byEmployed by the Employer, or providing service toexcept as otherwise provided in the Executive Employment Agreement, the Companyunexercised outstanding portion of the Option shall become immediately exercisable and remain exercisable for a period of twelve (12) months from his date of death, but in no event later than the date of expiration of the Option term. If the Grantee dies within 90 days after the date on which the Grantee ceases to be Employed by the Employer on account of a termination specified in subparagraph (a) above (or within such other period of time as may be specified in the Executive Employment ), the portion of the Option which that is otherwise exercisable by the Optionee Grantee shall terminate unless exercised within one year the twelve (12) month period after the date on which the Optionee Grantee ceases to be employed by, Employed by the Employer (or provide service to, the Companywithin such other period of time as may be specified), but in any event no later than the Expiration Datedate of expiration of the Option term. (e) For purposes Notwithstanding anything herein to the contrary, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason, the unexercised outstanding portion of the Option shall remain exercisable for a period of twelve (12) months from his termination of employment, but in no event later than the date of expiration of the Option term. (f) To the extent that any Company-sponsored plan, policy or arrangement, or any agreement to which the Company is a party provides for a longer exercise period for the Option under applicable circumstances than the exercise period that is provided for in this Section 6(e):Paragraph 6 under those circumstances, then the exercise period set forth in such plan, policy, arrangement or agreement applicable to such circumstances shall apply in lieu of the exercise period provided for in this Paragraph 6.

Termination of Employment, Disability, or Death. (a) Except as provided below, this Option may only be exercised while the Optionee is employed by, or providing service to, the Company, as an employee, member of the Board or advisor or consultant. In the event that the Optionee ceases to be employed by, or provide service to, an employee of the Company and its subsidiaries for any reason other than Disability the termination of his employment for cause (as such cause may be determined by the Board or the Committee, in its sole discretion) while still living, the Option or unexercised portion thereof may, to the extent (but only to the extent) that it would have been exercisable by Optionee on the date on which Optionee ceased to be an employee, be exercised by Optionee within three (3) months after the date on which Optionee ceased to be an employee, but in no event after the date of expiration of the Option. In the event of the death or disability (as defined in Paragraph the Plan) of Optionee while Optionee is an employee of the Company or any of its subsidiaries or within not more than three (e3) below)months after the date on which Optionee ceased to be an employee of the Company or any of its subsidiaries, any unexercised portion of the Option, to the extent (but only to the extent) exercisable by Optionee on the date of death or disability, may be exercised by Optionee or, if Optionee is then deceased, by Optionee's personal representatives, heirs, or legatees at any time prior to the expiration of one (1) year from the date on which Optionee ceased to be an employee of the Company or any of its subsidiaries, but in no event after the termination of the Option. Notwithstanding the foregoing, in the event that Optionee's employment with the Company or any of its subsidiaries is terminated for Cause (cause, as defined determined by the Board or the Committee, in Paragraph (e) below)its sole discretion, the Option or the unexercised portion thereof may, to the extent (and only to the extent) the Option would have been exercisable by Optionee on the date on which his or her employment with the Company or any of this Option which is otherwise exercisable shall terminate unless its subsidiaries was terminated, be exercised by Optionee within 90 thirty (30) days after the date on which the Optionee ceases to be employed by, his or provide service to, the Companyher employment was terminated, but in any event no not later than the Expiration Dateearlier of (i) the date of expiration of the Option, and (ii) the date of expiration of such 30-day period, regardless of whether or not Optionee dies or becomes permanently disabled within such 30-day period. Except as otherwise provided by Notwithstanding anything in this Agreement to the Committeecontrary, the portion of this Option which is may not otherwise exercisable as of the date on which the Optionee ceases to be employed byexercised, and shall not be or provide service tobecome exercisable, the Company shall terminate as of such date. (b) In the event the Optionee ceases to be employed by, or provide service to, the Company on account of a termination for Cause by the Company, this Option shall terminate as of the date the Optionee ceases to be employed by, or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 3, if the Committee determines that the Optionee has engaged in conduct that constitutes Cause at any time while the Participant is employed by, or providing service to, the Company, or after the Participant’s termination of employment or service, this Option shall immediately terminate. In the event the Committee determines that the Optionee has engaged in conduct that constitutes Cause, in addition to the immediate termination of this Option, the Optionee shall automatically forfeit all Option Shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Option Price paid by the Optionee for such shares (subject to any right of setoff by the Company). (c) In the event the Optionee ceases to be employed by, or provide service to, the Company because the Optionee is Disabled, the portion of this Option which is otherwise exercisable by the Optionee shall terminate unless exercised within one year after the date on of the termination of Optionee's employment with the Company and its subsidiaries (regardless of the cause of such termination of employment) except with respect to that number of shares of common stock of the Company with respect to which the Optionee ceases to be employed by, or provide service to, Option was exercisable on the Company, but in any event no later than the Expiration Date. (d) If the Participant dies while employed by, or providing service to, the Company, the portion date of the Option which is otherwise exercisable by the Optionee shall terminate unless exercised within one year after the date on which the Optionee ceases to be employed by, or provide service to, the Company, but in any event no later than the Expiration Datetermination of Optionee's employment. (e) For purposes of this Section 6(e):