Common use of Termination of Employment or Death Clause in Contracts

Termination of Employment or Death. a. In the event Optionee's employment shall terminate on account of death, the Options held by Optionee, to the extent exercisable through the date of death, may be exercised by a person who acquires the right to exercise the Options, provided such exercise occurs within both the remaining effective term of the Options and one year after the Optionee's death. b. In the event Optionee's employment shall terminate on account of retirement or permanent disability (as defined in the Plan), the Options held by Optionee, to the extent exercisable through the date of such retirement or disability, may be exercised by Optionee, provided such exercise occurs within both the remaining effective term of the Options and three years from the date of termination of employment. c. In the event Optionee's employment shall terminate on account of resignation, discharge not "for cause" (as defined below), or expiration of elected term, Optionee may exercise the Options within both the remaining effective term of the Options and three months from the date of termination. d. In the event Optionee's employment shall terminate on account of discharge for cause, no exercise period shall exist and Optionee shall forfeit the Options as of the date of termination. e. To the extent not then exercisable in accordance with this Section, the Options shall terminate on the date Optionee's employment terminates with the Company. f. For purposes of this Agreement, termination of employment shall be considered to occur when an employee is no longer an employee of the Company or any Subsidiary. Whether an authorized leave of absence or absence on military or government service shall constitute termination of employment for purposes of this Plan shall be determined by the Committee. Retirement shall be considered to mean retirement pursuant to any applicable retirement plan of the Company or any of its Subsidiaries. Termination "for cause" shall mean willful misconduct or dishonesty or conviction of or failure to contest prosecution for a felony, or excessive absenteeism unrelated to illness. The Options, to the extent exercisable after death of Optionee, may be exercised by Optionee's personal representatives.

Termination of Employment or Death. a. In the event Optionee's ’s employment shall terminate on account of deathbe involuntarily terminated by the Company without cause, the Options held by Optionee, to shall only be exercisable for those portions of the extent exercisable through Options which have completely vested as of the date of death, may be exercised by a person who acquires the right to exercise the OptionsInvoluntary Termination of Employment, provided such exercise occurs both within both the remaining effective term of the Options and one year ninety (90) days after the Optionee's deathdate of termination by the Company. b. In the event Optionee dies while employed by the Company or dies within ninety (90) days after termination of employment with the Company, whether by reason of Retirement or Disability, involuntary termination without cause, or voluntary termination (but not termination For Cause), the Options granted hereunder to Optionee shall be exercisable within three (3) years after the date of Optionee's ’s death, but the Options may not be exercised for more than the number of Shares, if any, as to which the Options were exercisable by Optionee immediately prior to the date of his death or, if sooner, the date of termination of employment. The legal representative, if any, of Optionee’s estate, or otherwise the appropriate legatees or distributees of Optionee’s estate, may exercise the Option on behalf of Optionee. c. In the event Optionee’s employment shall terminate on account of retirement Retirement or permanent disability (as defined in the Plan)Disability, the Options held by Optionee, to the extent exercisable through the date of such retirement or disability, may be exercised by Optionee, provided such exercise occurs within both the remaining effective term of the Options and three (3) years from the date of termination of employment. c. d. In the event of Optionee's employment shall terminate on account ’s Voluntary Termination of resignation, discharge not "for cause" (as defined below), or expiration of elected termEmployment, Optionee may exercise the Options provided such exercise occurs within both the remaining effective term of the Options and three months ninety (90) days from the date of termination, but the Options may not be exercised for more than the number of shares, if any, as to which the Options were exercisable by Optionee immediately prior to such termination of employment. d. e. In the event Optionee's employment Optionee shall terminate on account have an Involuntary Termination of discharge for causeEmployment “For Cause” (as defined in Section 12(d)(ii) of the Plan), no exercise period shall exist and Optionee shall forfeit the Options as of the date of termination. e. f. To the extent not then exercisable in accordance with this Section, the Options shall terminate on the date Optionee's ’s employment terminates with the Company. f. g. For purposes of this Agreement, termination of employment shall be considered to occur when an employee is no longer an employee of the Company or any Subsidiary. Whether an authorized leave of absence or absence on military or government service shall constitute termination of employment for purposes of this Plan Agreement shall be determined by the Committee. Retirement shall be considered to mean retirement pursuant to any applicable retirement plan of as defined in the Company or any of its Subsidiaries. Termination "for cause" shall mean willful misconduct or dishonesty or conviction of or failure to contest prosecution for a felony, or excessive absenteeism unrelated to illness. The Options, to the extent exercisable after death of Optionee, may be exercised by Optionee's personal representativesPlan.

Termination of Employment or Death. a. In the event Optionee's employment shall terminate on account of death, the Options held by Optionee, to the extent exercisable through the date of death, may be exercised by a person who acquires the right to exercise the Options, provided such exercise occurs within both the remaining effective term of the Options and one year after the Optionee's death. b. In the event Optionee's employment shall terminate on account of retirement or permanent disability (as defined in the Plan), the Options held by Optionee, to the extent exercisable through the date of such retirement or disability, may be exercised by Optionee, provided such exercise occurs within both the remaining effective term of the Options and three years one year from the date of termination of employment. c. In the event Optionee's employment shall terminate on account of resignation, discharge not "for cause" (as defined below), or expiration of elected term, Optionee may exercise the Options within both the remaining effective term of the Options and three months from the date of termination. d. In the event Optionee's employment shall terminate on account of discharge for cause, no exercise period shall exist and Optionee shall forfeit the Options as of the date of termination. e. To the extent not then exercisable in accordance with this Section, the Options shall terminate on the date Optionee's employment terminates with the Company. f. For purposes of this Agreement, "termination of employment employment" shall be considered to occur when an employee is no longer an employee of the Company or any Subsidiary, or when a consultant ceases to be engaged as a consultant by the Company. Whether an authorized leave of absence or absence on military or government service shall constitute termination of employment for purposes of this Plan shall be determined by the Committee. Retirement shall be considered to mean retirement pursuant to any applicable retirement plan of the Company or any of its Subsidiaries. Termination "for cause" shall mean termination as a result of or caused by Optionee's theft or embezzlement from the Company, the violation of a material term or condition of Optionee's employment, substantial failure on the part of Optionee to perform his job duties, the disclosure by Optionee of confidential information of the Company, willful misconduct or dishonesty or conviction of or failure to contest prosecution for a felonyfelony or a crime of moral turpitude, or excessive absenteeism unrelated to illness, the Optionee's stealing trade secrets or intellectual property owned by the Company, any act by Optionee in competition with the Company, or any other act, activity or conduct of Optionee which in the opinion of the Committee is adverse to the best interests of the Company. The Options, to the extent exercisable after death of Optionee, may be exercised by Optionee's personal representatives.

Termination of Employment or Death. a. In the event Optionee's employment shall be involuntarily terminated by the Company without cause, the Options shall only be exercisable for those portions of the Options which have completely vested as of the date of Involuntary Termination of Employment and may be exercised within three months after the date of termination by the Company. b. In the event Optionee dies while employed by the Company or within three (3) months after termination of employment with the Company by reason of Retirement or Disability, the Options granted hereunder to Optionee shall be exercisable within one (1) year after the date of Optionee's death, and the options shall be exercisable for all of the Shares covered thereby. If Optionee shall die within three (3) months after termination of employment with the Company for a reason other than Retirement or Disability, the Options granted hereunder to Optionee shall be exercisable within one (1) year after the date of Optionee's death, but the Options may not be exercised for more than the number of Shares, if any, as to which the Options were exercisable by Optionee immediately prior to his death. The legal representative, if any, of Optionee's estate, or otherwise the appropriate legatees or distributees of Optionee's estate, may exercise the Option on behalf of Optionee. c. In the event Optionee's employment shall terminate on account of death, the Options held by Optionee, to the extent exercisable through the date of death, may be exercised by a person who acquires the right to exercise the Options, provided such exercise occurs within both the remaining effective term of the Options and one year after the Optionee's death. b. In the event Optionee's employment shall terminate on account of retirement Retirement or permanent disability (as defined in the Plan)Disability, the Options held by Optionee, to the extent exercisable through the date of such retirement or disability, may be exercised by Optionee, provided such exercise occurs within both the remaining effective term of the Options and three years months from the date of termination of employment. c. d. In the event of Optionee's employment shall terminate on account Voluntary Termination of resignation, discharge not "for cause" (as defined below), or expiration of elected termEmployment, Optionee may exercise the Options within both the remaining effective term of the Options and three months from the date of termination, but the Options may not be exercised for more than the number of shares, if any, as to which the Options were exercisable by Optionee immediately prior to such termination of employment. d. e. In the event Optionee's employment Optionee shall terminate on account have an Involuntary Termination of discharge for causeEmployment "For Cause" (as defined below), no exercise period shall exist and Optionee shall forfeit the Options as of the date of termination. e. f. To the extent not then exercisable in accordance with this Section, the Options shall terminate on the date Optionee's employment terminates with the Company. f. g. For purposes of this Agreement, termination of employment shall be considered to occur when an employee is no longer an employee of the Company or any Subsidiary. Whether an authorized leave of absence or absence on military or government service shall constitute termination of employment for purposes of this Plan shall be determined by the Committee. Retirement shall be considered to mean retirement pursuant to any applicable retirement plan of the Company or any of its Subsidiaries. Termination "for causeFor Cause" shall mean willful misconduct or dishonesty or conviction termination of Optionee's employment with the Company as a result of or failure to contest prosecution for a felony, or excessive absenteeism unrelated to illness. The Options, to the extent exercisable after death of Optionee, may be exercised caused by Optionee's personal representativestheft or embezzlement from the Company, the violation of a material term or condition of his employment, the disclosure by Optionee of confidential information of the Company, conviction of Optionee of a crime of moral turpitude, Optionee's stealing trade secrets or intellectual property owned by the Company, any act by Optionee in competition with the Company or any other act, activity or conduct of Optionee which in the opinion of the Company is adverse to the best interests of the Company.