Common use of Termination of Employment or Other Service Clause in Contracts

Termination of Employment or Other Service. (a) If the Optionee’s employment or other service with the Company or its subsidiaries is terminated due to the Optionee’s death or Disability (as defined below), then: (i) that portion of this option, if any, that is vested and exercisable on the date of termination shall remain exercisable by the Optionee (or, in the event of death, the Optionee’s designated beneficiary or, if no designated beneficiary survives the Optionee, by the person or persons to whom the Optionee’s rights under this option shall pass pursuant to the Optionee’s will or by the laws of descent and distribution, whichever is applicable) during the twelve (12) month period following the date of termination but in no event after expiration of the stated term hereof and, to the extent not exercised during such period, shall thereupon terminate, and (ii) that portion of this option, if any, that is not exercisable on the date of termination shall thereupon terminate. As used herein, the term “Disability” shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. The determination of whether or not the Optionee’s employment or other service is terminated by reason of Disability shall be in the sole and absolute discretion of the Committee.

Termination of Employment or Other Service. (a) If the Optionee’s employment or other service with the Company or its subsidiaries is terminated due to the Optionee’s death or Disability (as defined below)“disability,” or if the Optionee dies after termination of employment and before this option expires, then: (i) that portion of then this option, if any, that is vested and exercisable on the date of termination option shall remain exercisable by the Optionee (or, in the event of death, the Optionee’s designated beneficiary or, if no designated beneficiary survives the Optionee, by the person or persons to whom the Optionee’s rights under this option shall pass pursuant to the Optionee’s will or by the laws of descent and distribution, whichever is applicable) during the twelve (12) month period following the date of termination (or later death, as the case may be) but in no event after expiration of the stated term hereof and, to the extent not exercised during such period, shall thereupon terminate, and . (iib) that portion of this option, if any, that is not exercisable on the date of termination shall thereupon terminate. As used herein, the term “Disability” shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. The determination of whether or not If the Optionee’s employment or other service is terminated with the Company or its affiliates terminates for any reason other than those set forth in Section 5(a) above, then this option shall remain exercisable by reason the Optionee during the three (3) month period following the date of Disability shall be termination (or until one year from the Optionee’s death if the Optionee dies during such three-month period), but in the sole and absolute discretion no event after expiration of the Committeestated term hereof and, to the extent not exercised during such three-month (or, if applicable, one-year) period, shall thereupon terminate.

Termination of Employment or Other Service. (a) If In the event that the Optionee’s 's employment or other service with the Company and all Subsidiaries (as defined in the Plan) is terminated by reason of the Optionee's death, Total Disability (as defined in the Employment Agreement) or Retirement (as defined in the Plan), this Option shall remain exercisable to the extent exercisable as of such termination for a period of one year after such termination in the case of death or Total Disability or January 31, 2000, whichever is later, and three months in the case of Retirement or January 31, 2000, whichever is later (but in no event after the Time of Termination). (b) In the event the Optionee's employment or other service with the Company and all Subsidiaries is terminated for any reason other than death, Total Disability or Retirement, all rights of the Optionee under this Agreement shall immediately terminate without notice of any kind, and this Option shall no longer be exercisable; provided, however, that if such termination is due to any reason other than termination by the Company or any Subsidiary "for cause" (as defined in the Employment Agreement), this Option shall remain exercisable to the extent exercisable as of such termination for a period of thirty (30) days or January 31, 2000, whichever is later (but in no event after the Time of Termination). (c) Notwithstanding anything in this Agreement to the contrary, in the event that the Optionee materially breaches the terms of Sections 9 or 10 of the Employment Agreement, whether such breach occurs before or after termination of the Optionee's employment or other service with the Company or any Subsidiary, the Committee in its subsidiaries is terminated due to the Optionee’s death or Disability (as defined below), then: (i) that portion sole discretion may immediately terminate all rights of this option, if any, that is vested and exercisable on the date of termination shall remain exercisable by the Optionee (or, in the event of death, the Optionee’s designated beneficiary or, if no designated beneficiary survives the Optionee, by the person or persons to whom the Optionee’s rights under this option shall pass pursuant to the Optionee’s will or by the laws of descent and distribution, whichever is applicable) during the twelve (12) month period following the date of termination but in no event after expiration of the stated term hereof and, to the extent not exercised during such period, shall thereupon terminate, and (ii) that portion of this option, if any, that is not exercisable on the date of termination shall thereupon terminate. As used herein, the term “Disability” shall mean the inability to engage in any substantial gainful activity by reason Agreement without notice of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. The determination of whether or not the Optionee’s employment or other service is terminated by reason of Disability shall be in the sole and absolute discretion of the Committeekind.