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

Termination of Employment, Disability, or Death. (a) Except as provided below or in the Executive Employment Agreement, an Option may only be exercised while the Grantee is Employed by the Employer. In the event that the Grantee ceases to be Employed by the Employer for any reason other than Disability, death, termination for Cause, or as set forth in subparagraph (b), (c),(d), (e) or (f) below, 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 Grantee ceases to be Employed by the Employer (or within such other longer period of time as may be specified by the Company), but in any event no later than the date of expiration of the Option term. Except as otherwise provided herein or in the Executive Employment Agreement, 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. (b) In the event the Grantee ceases to be Employed by the Employer on account of a termination by the Employer for Cause, any Option held by the Grantee shall terminate as of the 30th day after the date on which the Grantee ceases to be Employed by the Employer or the date on which such Option would otherwise expire, if earlier. (c) In the event the Grantee ceases to be Employed by the Employer because the Grantee is Disabled, except as otherwise provided in the Executive Employment Agreement, any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within twenty-four (24) months after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified by the Company), but in any event no later than the date of expiration of the Option term. (d) If the Grantee dies while Employed by the Employer, except as otherwise provided in the Executive Employment Agreement, 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 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 ), 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 within such other period of time as may be specified), but in any event no later than the date of expiration of the Option term. (e) 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 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 or in the Executive Employment Agreementbelow, an this Option may only be exercised while the Grantee Optionee is Employed by employed by, or providing service to, the EmployerCompany, as an employee, member of the Board or advisor or consultant. In the event that the Grantee Optionee ceases to be Employed by employed by, or provide service to, the Employer Company for any reason other than Disability, death, termination for Cause, or Disability (as set forth defined in subparagraph (b), (c),(d), Paragraph (e) below), death or termination for Cause (fas defined in Paragraph (e) below), any the portion of this 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 Grantee Optionee ceases to be Employed by the Employer (employed by, or within such other longer period of time as may be specified by provide service to, the Company), but in any event no later than the date of expiration of the Option termExpiration Date. Except as otherwise provided herein or in by the Executive Employment AgreementCommittee, any the portion of the Grantee’s Options that are this Option which is not otherwise exercisable as of the date on which the Grantee Optionee ceases to be Employed by employed by, or provide service to, the Employer Company shall terminate as of such date. (b) In the event the Grantee Optionee ceases to be Employed by employed by, or provide service to, the Employer Company on account of a termination for Cause by the Employer for CauseCompany, any this Option held by the Grantee shall terminate as of the 30th day after date the date on which the Grantee Optionee ceases to be Employed 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 Employer or Company of the date on which Option Price paid by the Optionee for such Option would otherwise expire, if earliershares (subject to any right of setoff by the Company). (c) In the event the Grantee Optionee ceases to be Employed by employed by, or provide service to, the Employer Company because the Grantee Optionee is Disabled, except as otherwise provided in the Executive Employment Agreement, any portion of this Option which is otherwise exercisable by the Grantee Optionee shall terminate unless exercised within twenty-four (24) months one year after the date on which the Grantee Optionee ceases to be Employed by the Employer (employed by, or within such other period of time as may be specified by provide service to, the Company), but in any event no later than the date of expiration of the Option termExpiration Date. (d) If the Grantee Participant dies while Employed by employed by, or providing service to, the EmployerCompany, except as otherwise provided in the Executive Employment Agreement, 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 date of death, but in no event later than the date of expiration portion of the Option term. If which is otherwise exercisable by the Grantee dies Optionee shall terminate unless exercised within 90 days one year after the date on which the Grantee Optionee ceases to be Employed by employed by, or provide service to, 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 within such other period of time as may be specified)Company, but in any event no later than the date of expiration of the Option termExpiration Date. (e) 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 For purposes 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 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.Section 6(e):

Termination of Employment, Disability, or Death. (a) Except as provided below or in below, the Executive Employment Agreement, an Option may only be exercised while the Grantee is Employed by the Employer. In the event that the Grantee ceases to be Employed by the Employer for any reason other than Disability, death, termination Termination of Employment for Cause, or as set forth in subparagraph (b), (c),(d), (e) or (f) below, any that portion of the Option which is otherwise exercisable by the Grantee shall terminate unless exercised within 90 days three (twenty-four 3) months if the termination is upon or after expiration of his Executive Employment Agreement) after the date on which the Grantee ceases to be Employed by the Employer (or within such other longer period of time as may be specified by the Company)Employer, but in any event no later than the date of expiration of the Option term. Except as otherwise provided herein or in the Executive Employment Agreementprovided, any portion of the Grantee’s Options Option that are 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. (b) In the event the Grantee ceases to be Employed by the Employer on account of a termination Termination of Employment by the Employer for Cause, any the Option held by the Grantee shall terminate as of the 30th day after the date on which the Grantee ceases to be Employed by the Employer or the date on which such the Option would otherwise expire, if earlier. In addition, notwithstanding any other provisions of this Paragraph 6, if the Company determines that the Grantee has engaged in misconduct that constitutes Cause at any time while the Grantee is Employed by the Employer or after the Grantee’s Termination of Employment, the Option shall terminate as of the date on which such misconduct constituting Cause first occurred, or the date on which the Option would otherwise expire, if earlier. Upon any exercise of the Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture. (c) In the event the Grantee ceases to be Employed by the Employer because the Grantee is Disabledsubject to a Disability, except as otherwise provided in the Executive Employment Agreement, any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within twenty-four one (241) months year after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified by the Company)Employer, but in any event no later than the date 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 Grantee dies while Employed by the Employer, except as otherwise provided in the Executive Employment Agreement, all of the unexercised outstanding Options of the Grantee Option shall become immediately exercisable in full and remain exercisable for a period of twenty-four one (241) months 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 three (3) months after the date on which the Grantee ceases to be Employed by the Employer on account of a termination Termination of Employment specified in subparagraph (a) above (or within such other period above, the portion 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 one (241) month period year after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified)Employer, but in any event no later than the date of expiration of the Option term. (e) Notwithstanding anything herein to the contrary. Except as otherwise provided, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason, all any portion 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 Option 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 not otherwise exercisable as of the exercise period provided for in this Paragraph 6date on which the Grantee ceases to be Employed by the Employer shall terminate as of such date.

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 following such optionee's termination of employment only to the extent that such options had become exercisable on or in prior to the Executive Employment Agreement, an Option may only be exercised while the Grantee is Employed by the Employerdate of such termination. In the event that the Grantee an optionee ceases to be Employed by an employee of the Employer Company and its subsidiaries for any reason (other than Disability, death, termination for Cause, or as set forth in subparagraph (b), (c),(d), (ecause) or (f) belowwhile still living, any Option which is otherwise option or unexercised portion thereof granted to the optionee may, to the extent such option was exercisable by the Grantee shall terminate unless 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 90 days (twenty-four three months if the termination is upon or after expiration of his Executive Employment Agreement) after the date on which the Grantee ceases he or she ceased to be Employed by the Employer (or within such other longer period of time as may be specified by the Company)an employee, but in any event no not later than the date of expiration of the Option termoption. Except In the event of the death or disability (as otherwise provided herein defined in Section 105(d)(4) of the Code) of the optionee while he or in she is an employee of the Executive Employment Agreement, Company or any of the Grantee’s Options that are its subsidiaries or within not otherwise exercisable as more than three months of the date on which the Grantee ceases he or she ceased to be Employed an employee for any reason other than cause, any option or unexercised portion thereof granted to the optionee may, to the extent such option was exercisable by the Employer shall terminate 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 of such date. (b) In the event the Grantee ceases to set forth below), be Employed exercised by the Employer on account of a termination optionee or, if the optionee is then deceased or incapacitated, by the Employer for Causeoptionee's personal representatives, heirs, or legatees at any Option held by time prior to the Grantee shall terminate as later of the 30th day after (i) one year from the date on which the Grantee ceases optionee ceased to be Employed an employee or (ii) the latest date the option could have been exercised by the Employer optionee if not disabled or the date on which such Option would otherwise expire, if earlier. (c) In the event the Grantee ceases to be Employed by the Employer because the Grantee is Disabled, except as otherwise provided in the Executive Employment Agreement, any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within twenty-four (24) months after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified by the Company)dead, but in any event no event, not later than the date of expiration of the Option term. (d) If option. Notwithstanding the Grantee dies while Employed foregoing, however, if an optionee's employment with the Company and its subsidiaries is terminated for cause, as determined by the Employer, except as otherwise provided Administrator in the Executive Employment Agreementits sole discretion, all of the unexercised outstanding Options of the Grantee options held by such optionee 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 expire on 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 ), 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 within such other period of time as may be specified), but in any event no later than the date of expiration of the Option term. (e) 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 employment and thereafter shall not be exercisable in no event later than the date of expiration of the Option termwhole or in part. (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 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 or in the Executive Employment Agreement, an Option may only be exercised while the Grantee is Employed by the Employer. In the event that the Grantee Optionee ceases to be Employed by an employee of the Employer Company and its subsidiaries for any reason other than Disabilitythe termination of his employment for cause (as such cause may be determined by the Board or the Committee, deathin its sole discretion) while still living, termination for Causethe Option or unexercised portion thereof may, or as set forth in subparagraph to the extent (b), (c),(d), (ebut only to the extent) or (f) below, any Option which is otherwise that it would have been 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 Optionee on the date on which the Grantee ceases Optionee ceased to be Employed an employee, be exercised by the Employer Optionee within three (or within such other longer period of time as may be specified by the Company), but in any event no later than the date of expiration of the Option term. Except as otherwise provided herein or in the Executive Employment Agreement, 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. (b) In the event the Grantee ceases to be Employed by the Employer on account of a termination by the Employer for Cause, any Option held by the Grantee shall terminate as of the 30th day after the date on which the Grantee ceases to be Employed by the Employer or the date on which such Option would otherwise expire, if earlier. (c) In the event the Grantee ceases to be Employed by the Employer because the Grantee is Disabled, except as otherwise provided in the Executive Employment Agreement, any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within twenty-four (243) months after the date on which the Grantee ceases Optionee ceased to be Employed by the Employer (or within such other period of time as may be specified by the Company)an employee, but in any no event no later than after the date of expiration of the Option term. Option. In the event of the death or disability (d) If the Grantee dies while Employed by the Employer, except as otherwise provided defined in the Executive Employment Agreement, all Plan) of Optionee while Optionee is an employee of the unexercised outstanding Options Company or any of its subsidiaries or within not more than three (3) months after the date on which Optionee ceased to be an employee of the Grantee shall become immediately Company or any of its subsidiaries, any unexercised portion of the Option, to the extent (but only to the extent) exercisable and remain exercisable for a period of twenty-four (24) months from his by Optionee on the date of deathdeath 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, as determined by the Board or the Committee, in 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 its subsidiaries was terminated, be exercised by Optionee within thirty (30) days after the date on which his or her employment was terminated, but in any event not later than the earlier of (i) 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 Option, and (aii) 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 within such other period of time as may be specified), but in any event no later than the date of expiration of the Option term. (e) such 30-day period, regardless of whether or not Optionee dies or becomes permanently disabled within such 30-day period. Notwithstanding anything herein in this Agreement to the contrary, in the event that Option may not be exercised, and shall not be or become exercisable, after the Executive’s date of the termination of Optionee's employment is terminated by with the Company without Cause or by the Executive with Good Reason, all and its subsidiaries (regardless of the unexercised outstanding Options cause of the Grantee shall become immediately exercisable and remain exercisable for a period of twenty-four (24) months from his such termination of employment, but in no event later than ) except with respect to that number of shares of common stock of the Company with respect to which the Option was exercisable on the date of expiration the termination of the Option termOptionee's employment. (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 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 or in below, the Executive Employment Agreement, an Option may only be exercised while the Grantee is Employed by the Employer. In the event that the Grantee ceases to be Employed by the Employer for any reason other than Disability, death, termination for Cause, or as set forth in subparagraph (b), (c),(d), (e) or (f) below, any the 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 Grantee ceases to be Employed by the Employer (or within such other longer period of time as may be specified by the Company), but in any event no later than the date of expiration of the Option term. Except as otherwise provided herein or in the Executive Employment Agreement, any portion of the Grantee’s Options Option that are 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. (b) In the event the Grantee ceases to be Employed by the Employer on account of a termination by the Employer for Cause, any the Option held by the Grantee shall terminate as of the 30th day after the date on which the Grantee ceases to be Employed by the Employer or the date on which such the Option would otherwise expire, if earlier. (c) In the event the Grantee ceases to be Employed by the Employer because the Grantee is Disabled, except as otherwise provided in the Executive Employment Agreement, any the unexercised outstanding portion of the Option which is otherwise shall become immediately exercisable by the Grantee and shall terminate unless exercised within twenty-four twelve (2412) months after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified by the Company), but in any event no later than the date of expiration of the Option term. (d) If the Grantee dies while Employed by the Employer, except as otherwise provided in the Executive Employment Agreement, all of the unexercised outstanding Options portion of the Grantee Option shall become immediately exercisable and remain exercisable for a period of twenty-four twelve (2412) 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 ), any the portion of the Option that is otherwise exercisable by the Grantee shall terminate unless exercised within the twenty-four twelve (2412) month period after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified), but in any event no later than the date of expiration of the Option term. (e) 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 portion of the Grantee Option shall become immediately exercisable and remain exercisable for a period of twenty-four twelve (2412) 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 Option 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 Paragraph 6.

Termination of Employment, Disability, or Death. (a) Except as provided below or in the Executive Employment Agreementbelow, an Option may only be exercised while the Grantee is Employed by the Employer. In the event that the Grantee ceases to be Employed by the Employer for any reason other than Disability, death, termination for Cause, or as set forth in subparagraph (b), (c),(d), (e) or (f) below, 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 Grantee ceases to be Employed by the Employer (or within such other longer period of time as may be specified by the Company), but in any event no later than the date of expiration of the Option term. Except as otherwise provided herein or in the Executive Employment Agreementprovided, 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. (b) In the event the Grantee ceases to be Employed by the Employer on account of a termination by the Employer for Cause, any Option held by the Grantee shall terminate as of the 30th day after the date on which the Grantee ceases to be Employed by the Employer or the date on which such Option would otherwise expire, if earlier. In addition, notwithstanding any other provisions of this Paragraph 6, if the Company determines that the Grantee has engaged in misconduct that constitutes Cause at any time while the Grantee is Employed by the Employer or after the Grantee’s termination of employment, any Option held by the Grantee shall terminate as of the date on which such misconduct constituting Cause first occurred, or the date on which such Option would otherwise expire, if earlier. Upon any exercise of an Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture. (c) In the event the Grantee ceases to be Employed by the Employer because the Grantee is Disabled, except as otherwise provided in the Executive Employment Agreement, any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within twenty-four one (241) months year after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified by the Company), but in any event no later than the date 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 Grantee dies while Employed by the Employer, except as otherwise provided in the Executive Employment Agreement, all of the unexercised outstanding Options of the Grantee shall become immediately exercisable and remain exercisable for a period of twenty-four one (241) months 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 in by the Executive Employment Company), any Option that is otherwise exercisable by the Grantee shall terminate unless exercised within the twenty-four one (241) month period year after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified), but in any event no later than the date 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) 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 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 Paragraph 6.

Termination of Employment, Disability, or Death. (a) Except as provided below or in below, the Executive Employment Agreement, an Option may only be exercised while the Grantee is Employed by the Employer. In the event that the Grantee ceases to be Employed by the Employer for any reason other than Disability, death, termination for Cause, or as set forth in subparagraph (b), (c),(d), (e) or (f) below, any that portion of the 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 Grantee ceases to be Employed by the Employer (or within such other longer period of time as may be specified by the Company), but in any event no later than the date of expiration of the Option term. Except as otherwise provided herein or in the Executive Employment Agreementprovided, any portion of the Grantee’s Options Option that are 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. (b) In the event the Grantee ceases to be Employed by the Employer on account of a termination by the Employer for Cause, any the Option held by the Grantee shall terminate as of the 30th day after the date on which the Grantee ceases to be Employed by the Employer or the date on which such the Option would otherwise expire, if earlier. In addition, notwithstanding any other provisions of this Paragraph 6, if the Company determines that the Grantee has engaged in misconduct that constitutes Cause at any time while the Grantee is Employed by the Employer or after the Grantee’s termination of employment, the Option shall terminate as of the date on which such misconduct constituting Cause first occurred, or the date on which the Option would otherwise expire, if earlier. Upon any exercise of the Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture. (c) In the event the Grantee ceases to be Employed by the Employer because the Grantee is Disabled, except as otherwise provided in the Executive Employment Agreement, any Option which is otherwise exercisable by the Grantee shall terminate unless exercised within twenty-four one (241) months year after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified by the Company), but in any event no later than the date 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 Grantee dies while Employed by the Employer, except as otherwise provided in the Executive Employment Agreement, all of the unexercised outstanding Options of the Grantee Option shall become immediately exercisable in full and remain exercisable for a period of twenty-four one (241) months 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 in by the Executive Employment Company), any the portion of the Option that is otherwise exercisable by the Grantee shall terminate unless exercised within the twenty-four one (241) month period year after the date on which the Grantee ceases to be Employed by the Employer (or within such other period of time as may be specified), but in any event no later than the date of expiration of the Option term. (e) Notwithstanding anything herein to the contrary. Except as otherwise provided, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason, all any portion 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 Option 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 not otherwise exercisable as of the exercise period provided for in this Paragraph 6date on which the Grantee ceases to be Employed by the Employer shall terminate as of such date.