Common use of Termination of Employment or Death of Optionee Clause in Contracts

Termination of Employment or Death of Optionee. Except as may be otherwise expressly provided in the terms and conditions of the option granted to an Optionee, options granted hereunder shall terminate on the earlier to occur of termination for cause or voluntary separation on the part of the Optionee without the consent of the Company or Subsidiary; (i) the date of expiration thereof, or (ii) other than the case of death of the Optionee or disability of the Optionee within the meaning of Section 22(e)(3) of the Code ("disability"), (a) except for termination for cause, 90 days after termination of the employment between the Company and the Optionee in the case of an Incentive Option, (b) except for termination for cause, 90 days after termination of the employment or other relationship between the Company and the Optionee, unless such termination provision is waived by resolution adopted by the Board within 30 days of the termination of such relationship, in the case of a Non-statutory Option. An employment relationship between the Company and the Optionee shall be deemed to exist during any period during which the Optionee is employed by the Company or by any Subsidiary. Whether authorized leave of absence or absence on military government service shall constitute termination of the employment relationship between the Company and the Optionee shall be determined by the Board at the time thereof except as may otherwise be expressly provided in the terms and conditions of the option granted to an Optionee, in the event of the death of an Optionee while in an employment or other relationship with the Company and before the date of expiration of such option, such option shall terminate one year following the date of such death. After the death of the Optionee, his executors, administrators or any person or persons to whom his option may be transferred by will or by laws of descent and distribution, shall have the night, at any time prior to such time termination, to exercise the option to the extent the Optionee was entitled to exercise such option immediately prior to his death. Except as may otherwise be expressly provided in the terms and conditions of the option granted to an Optionee, if an Optionee's employment or other relationship with the Company terminates because of a disability or retirement on the Optionee's retirement date, the Optionee's option shall become immediately fully exercisable and the exercise thereof shall then terminate one year following such disability or retirement.

Termination of Employment or Death of Optionee. Except as may be otherwise expressly provided in the terms and conditions herein, any portion of the option granted to an which is not exercisable on the date of Optionee, options granted hereunder ’s termination from employment with the Company shall immediately terminate and any remaining portion of the option evidenced hereby shall terminate on the earlier to occur of termination for cause or voluntary separation on the part of the Optionee without the consent of the Company or Subsidiary;of: (i) the date of expiration thereof, oras provided in Section 2(a) hereof; (ii) other than the case date of death of the Optionee or disability of the Optionee within the meaning of Section 22(e)(3) of the Code ("disability"), (a) except for termination for cause, 90 days after termination of the Optionee’s employment between with or services to the Company and the Optionee by it for Cause (as defined in the case of an Incentive Option, Plan); (biii) except for termination for cause, 90 thirty (30) days after the date of termination of the Optionee’s employment with or other relationship between services to the Company and voluntarily by the Optionee; (iv) ninety (90) days after the date of termination of the Optionee’s employment with or services to the Company by it without Cause; (v) one (1) year after the date of termination of the Optionee’s employment with or services to the Company resulting from retirement from active employment at or after age 65, unless such termination provision is waived by resolution adopted as determined by the Board within 30 days Committee in its good faith discretion; or (vi) on the date the Optionee accepts employment with any person,firm or corporation whose business in the sole opinion of the termination Committee competes with the then business of such relationship, in the case of a Non-statutory OptionCompany. An employment relationship between the Company and the Optionee shall be deemed to exist during any period during in which the Optionee is employed by the Company or by any Subsidiaryparent or subsidiary of the Company. Whether authorized leave of absence absence, or absence on military or government service service, shall constitute termination of the employment relationship between the Company and the Optionee shall be determined by the Board Committee at the time thereof except as may otherwise be expressly provided in the terms and conditions of the option granted to an Optionee, in thereof. In the event of the death or Disability (as defined in the Plan) of an the Optionee while in an prior to termination of the Optionee’s employment with or other relationship with services to the Company and before the date of expiration of such option, the Optionee, or the Optionee’s legal representatives or persons who acquired the Optionee’s rights hereunder by will or by the laws of descent and distribution (“Survivor”), may exercise such option to the extent exercisable but not exercised prior thereto; provided, however, that such option shall terminate on the earlier of such date of expiration as provided in Section 2(a) hereof or one year following the date of such death. After the death of the Optionee, his executors, administrators or any person or persons to whom his option may be transferred by will or by laws of descent and distribution, shall have the night, at any time prior to such time termination, to exercise the option to the extent the Optionee was entitled to exercise such option immediately prior to his death. Except as may otherwise be expressly provided in the terms and conditions of the option granted to an Optionee, if an Optionee's employment or other relationship with the Company terminates because of a disability or retirement on the Optionee's retirement date, the Optionee's option shall become immediately fully exercisable and the exercise thereof shall then terminate one year following such disability or retirementDisability.

Termination of Employment or Death of Optionee. Except as may be otherwise expressly provided in the terms and conditions of the option granted Option Agreement with respect to an OptioneeOption that is a Non-Incentive Stock Option, options granted hereunder all Options shall terminate on the earlier to occur of termination for cause or voluntary separation on the part of the Optionee without the consent of the Company or Subsidiary; (i) the date of the expiration thereof, or (ii) other than the case of death of the Optionee Option or disability one day less than three months after the date of the Optionee within the meaning of Section 22(e)(3) of the Code ("disability")severance, (a) except for termination for cause, 90 days after termination of the employment between the Company and the Optionee in the case of an Incentive Option, (b) except for termination for cause, 90 days after termination of the employment or other relationship between the Company and the Optionee, unless such termination provision is waived by resolution adopted by the Board within 30 days of the termination of such relationship, in the case of a Non-statutory Option. An employment relationship between the Company and the Optionee shall be deemed to exist during any period during which the Optionee is employed by the Company or by any Subsidiary. Whether authorized leave of absence or absence on military government service shall constitute termination upon severance of the employment relationship between the Company and the Optionee optionee, whether with or without cause, for any reason other than the death, Disability or, in the case of Non-Incentive Stock Options only, Retirement of the optionee, during which period the optionee shall be entitled to exercise the Option in respect of the number of shares that the optionee would have been entitled to purchase had the optionee exercised the Option on the date of such severance of employment. Whether authorized leave of absence, or absence on military or government service, shall constitute severance of the employment relationship between the Company and the optionee for purposes of the Plan shall be determined by the Board Committee at the time thereof except as may otherwise be expressly provided in the terms and conditions of the option granted to an Optionee, in thereof. In the event of severance because of the death Disability of an Optionee the holder of any Incentive Stock Option while in an employment or other relationship with the employ of the Company and before the date of expiration of such optionIncentive Stock Option, such option Incentive Stock Option shall terminate on the earlier of such date of expiration or one year following the date of such death. After severance because of Disability, during which period the death of the Optionee, his executors, administrators or any person or persons to whom his option may optionee shall be transferred by will or by laws of descent and distribution, shall have the night, at any time prior to such time termination, entitled to exercise the option Incentive Stock Option in respect to the extent number of shares that the Optionee was optionee would have been entitled to exercise purchase had the optionee exercised the Incentive Stock Option on the date of such option immediately prior to his death. Except as may otherwise be expressly provided in the terms and conditions of the option granted to an Optionee, if an Optionee's employment or other relationship with the Company terminates severance because of a disability or retirement on the Optionee's retirement date, the Optionee's option shall become immediately fully exercisable and the exercise thereof shall then terminate one year following such disability or retirementDisability.

Termination of Employment or Death of Optionee. Except as may be otherwise expressly provided in the terms and conditions herein, any portion of the option granted to an which is not exercisable on the date of Optionee, options granted hereunder ’s termination from employment with the Company shall immediately terminate and any remaining portion of the option evidenced hereby shall terminate on the earlier to occur of termination for cause or voluntary separation on the part of the Optionee without the consent of the Company or Subsidiary;of: (i) the date of expiration thereof, oras provided in Section 2(a) hereof; (ii) other than the case date of death of the Optionee or disability of the Optionee within the meaning of Section 22(e)(3) of the Code ("disability"), (a) except for termination for cause, 90 days after termination of the Optionee’s employment between with or services to the Company and the Optionee by it for Cause (as defined in the case of an Incentive Option, Plan); (biii) except for termination for cause, 90 thirty (30) days after the date of termination of the Optionee’s employment with or other relationship between services to the Company and voluntarily by the Optionee; (iv) ninety (90) days after the date of termination of the Optionee’s employment with or services to the Company by it without Cause; (v) one (1) year after the date of termination of the Optionee’s employment with or services to the Company resulting from retirement from active employment at or after age 65, unless such termination provision is waived by resolution adopted as determined by the Board within 30 days Committee in its good faith discretion; or (vi) on the date the Optionee accepts employment with any person, firm or corporation whose business in the sole opinion of the termination Committee competes with the then business of such relationship, in the case of a Non-statutory OptionCompany. An employment relationship between the Company and the Optionee shall be deemed to exist during any period during in which the Optionee is employed by the Company or by any Subsidiaryparent or subsidiary of the Company. Whether authorized leave of absence absence, or absence on military or government service service, shall constitute termination of the employment relationship between the Company and the Optionee shall be determined by the Board Committee at the time thereof except as may otherwise be expressly provided in the terms and conditions of the option granted to an Optionee, in thereof. In the event of the death or Disability (as defined in the below) of an the Optionee while in an prior to termination of the Optionee’s employment with or other relationship with services to the Company and before the date of expiration of such option, the Optionee, or the Optionee’s legal representatives or persons who acquired the Optionee’s rights hereunder by will or by the laws of descent and distribution (“Survivor”), may exercise such option to the extent exercisable but not exercised prior thereto; provided, however, that such option shall terminate on the earlier of such date of expiration as provided in Section 2(a) hereof or one year following the date of such deathdeath or Disability. After For purposes of this Agreement, a “Disability” shall be deemed to have occurred upon a determination from the death of the Optionee, his executors, administrators or any person or persons to whom his option may be transferred by will or by laws of descent and distribution, shall have the night, at any time prior to such time termination, to exercise the option to the extent Company’s long term disability insurance carrier that the Optionee was is disabled and entitled to exercise such option immediately prior to his death. Except as may otherwise be expressly provided in receive benefits under the terms and conditions of the option granted to an Optionee, if an Optionee's employment or other relationship with the Company terminates because of a disability or retirement on the Optionee's retirement date, the Optionee's option shall become immediately fully exercisable and the exercise thereof shall then terminate one year following such disability or retirementCompany’s Long Term Disability Insurance Plan.