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

Termination of Employment or Other Service. If your employment by or provision of services to the Company and its Affiliates (collectively referred to in this section as “employment”) terminates before the Expiration Date and before the Option has been exercised in full, the following rules apply: (a) If your employment terminates for any reason other than disability (within the meaning of Section 22(e)(3) of the Code) (“Disability”), death, or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company and its Affiliates, then any unvested portion of the Option shall terminate on the date your employment terminates and be of no further force and effect. (b) If your employment terminates for any reason other than Disability, death, or retirement on or after normal retirement age or early retirement in accordance with the applicable retirement policy of the Company and its Affiliates, then any vested portion of the Option that has not yet been exercised on the date of termination shall continue to be exercisable for a period of thirty (30) days after such date, but not after the Expiration Date. (c) If your employment terminates by reason of early retirement in accordance with the applicable retirement policy of the Company and its Affiliates, then any vested portion of the Option that has not yet been exercised on the date of termination shall continue to be exercisable for a period of three (3) years after such date, but not after the Expiration Date. (d) If your employment terminates by reason of your death, then (i) any unvested portion of the Option shall vest immediately and become exercisable in accordance with its terms during the period specified in clause (ii) of this Section 6(d); and (ii) the portion of the Option that has not yet been exercised shall continue to be exercisable for a period of one (1) year following the date of termination of employment, but not after the Expiration Date. (e) If your employment terminates by reason of your Disability or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company and its Affiliates, then (i) any unvested portion of the Option shall vest immediately and become exercisable during the period specified in clause (ii) of this Section 6(e); and (ii) the portion of the Option that has not yet been exercised shall continue to be exercisable for a period of three (3) years following the date of termination of employment, but not after the Expiration Date.

Termination of Employment or Other Service. If your (a) In the event that the Optionee’s employment by or provision of services to other service with the Company and its Affiliates all Subsidiaries is terminated by reason of the Optionee’s death or Disability, this Option will become immediately exercisable in full and will remain exercisable for a period of five years after such termination (collectively referred but in no event will this Option be exercisable after the Time of Termination). (i) In the event that the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of the Optionee’s Retirement, then, subject to clause (ii) hereof, this Option, if it has been outstanding at least six months from the Date of Grant, will become exercisable in full immediately prior to such termination and remain exercisable for a period of five years after such termination (but in no event will this section as “employment”Option be exercisable after the Time of Termination); (ii) terminates before the Expiration Date and before The acceleration of exercisability of the Option provided for in clause (i) hereof will not occur in the event that the Optionee has been exercised committed an act which constitutes Cause, which shall be determined by the Committee acting in fullits sole discretion, irrespective of whether such action or the following rules apply:Committee’s determination occurs before or after termination of the Optionee’s employment with the Company or any Subsidiary. (ac) If your In the event the Optionee’s employment terminates or other service with the Company and all Subsidiaries is terminated for any reason other than disability (within the meaning of Section 22(e)(3) death, Disability or Retirement, all rights of the Code) (“Disability”)Optionee under the Plan and this Agreement will immediately terminate without notice of any kind, deathand this Option will no longer be exercisable; provided, or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company and its Affiliates, then any unvested portion of the Option shall terminate on the date your employment terminates and be of no further force and effect. (b) If your employment terminates for however that if such termination is due to any reason other than Disability, death, or retirement on or after normal retirement age or early retirement in accordance with the applicable retirement policy of termination by the Company and its Affiliatesor any Subsidiary for Cause, then any vested portion this Option will remain exercisable to the extent exercisable as of the Option that has not yet been exercised on the date of such termination shall continue to be exercisable for a period of thirty (30) days after such date, but not after the Expiration Date. (c) If your employment terminates by reason of early retirement in accordance with the applicable retirement policy of the Company and its Affiliates, then any vested portion of the Option that has not yet been exercised on the date of termination shall continue to be exercisable for a period of three (3) years months after such date, termination (but not in no event will this Option be exercisable after the Expiration DateTime of Termination). (d) If your employment terminates by reason of your death, then (i) any unvested portion of the Option shall vest immediately and become exercisable in accordance with its terms during the period specified in clause (ii) of this Section 6(d); and (ii) the portion of the Option that has not yet been exercised shall continue to be exercisable for a period of one (1) year following the date of termination of employment, but not after the Expiration Date. (e) If your employment terminates by reason of your Disability or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company and its Affiliates, then (i) any unvested portion of the Option shall vest immediately and become exercisable during the period specified in clause (ii) of this Section 6(e); and (ii) the portion of the Option that has not yet been exercised shall continue to be exercisable for a period of three (3) years following the date of termination of employment, but not after the Expiration Date.

Termination of Employment or Other Service. If your employment by or provision of services to the Company and any of its Affiliates (collectively referred to in this section as “employment”) terminates before the Expiration Date and before the Option has been exercised in full, the following rules apply: (a) If your employment terminates for any reason other than disability (within the meaning of Section 22(e)(3) of the Code) (“Disability”), death, or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company and its Affiliates, then any unvested portion of the Option shall terminate on the date your employment terminates and be of no further force and effect. (b) If your employment terminates for any reason other than Disability, death, or retirement on or after normal retirement age or early retirement in accordance with the applicable retirement policy of the Company and its Affiliates, then any vested portion of the Option that has not yet been exercised on the date of termination shall continue to be exercisable for a period of thirty (30) days after such date, but not after the Expiration Date. (c) If your employment terminates by reason of early retirement in accordance with the applicable retirement policy of the Company and its Affiliates, then any vested portion of the Option that has not yet been exercised on the date of termination shall continue to be exercisable for a period of three (3) years after such date, but not after the Expiration Date. (d) If your employment terminates by reason of your death, then (i) any unvested portion of the Option shall vest immediately and become exercisable in accordance with its terms during the period specified in clause (ii) of this Section 6(d); and (ii) the portion of the Option that has not yet been exercised shall continue to be exercisable for a period of one (1) year following the date of termination of employment, but not after the Expiration Date. (e) If your employment terminates by reason of your Disability or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company and its Affiliates, then (i) any unvested portion of the Option shall vest immediately and become exercisable during the period specified in clause (ii) of this Section 6(e); and (ii) the portion of the Option that has not yet been exercised shall continue to be exercisable for a period of three (3) years following the date of termination of employment, but not after the Expiration Date.

Termination of Employment or Other Service. If your (a) In the event that the Optionee’s employment by or provision of services to other service with the Company and its Affiliates (collectively referred to in this section as “employment”) terminates before the Expiration Date and before the Option has been exercised in full, the following rules apply: (a) If your employment terminates for any reason other than disability (within the meaning of Section 22(e)(3) of the Code) (“Disability”), death, or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company and its Affiliates, then any unvested portion of the Option shall terminate on the date your employment terminates and be of no further force and effect. (b) If your employment terminates for any reason other than Disability, death, or retirement on or after normal retirement age or early retirement in accordance with the applicable retirement policy of the Company and its Affiliates, then any vested portion of the Option that has not yet been exercised on the date of termination shall continue to be exercisable for a period of thirty (30) days after such date, but not after the Expiration Date. (c) If your employment terminates all Subsidiaries is terminated by reason of early retirement in accordance with the applicable retirement policy of the Company and its AffiliatesOptionee’s death or Disability, then any vested portion of the this Option that has not yet been exercised on the date of termination shall continue to be exercisable for a period of three (3) years after such date, but not after the Expiration Date. (d) If your employment terminates by reason of your death, then (i) any unvested portion of the Option shall vest will become immediately and become exercisable in accordance with its terms during the period specified in clause (ii) of this Section 6(d); full and (ii) the portion of the Option that has not yet been exercised shall continue to be will remain exercisable for a period of one year after such termination (1) year following the date of termination of employment, but not in no event will this Option be exercisable after the Expiration DateTime of Termination). (ei) If your In the event that the Optionee’s employment terminates or other service with the Company and all Subsidiaries is terminated by reason of your Disability or retirement on or after normal retirement age in accordance with the applicable retirement policy of the Company and its AffiliatesOptionee’s Retirement, then (i) any unvested portion of the Option shall vest immediately and become exercisable during the period specified in then, subject to clause (ii) hereof, this Option, [Insert the following, subject to Committee discretion– “if it has been outstanding at least six months from the Date of this Section 6(e); Grant,”] will become exercisable in full immediately prior to such termination and (ii) the portion of the Option that has not yet been exercised shall continue to be remain exercisable for a period of three five years after such termination (3but in no event will this Option be exercisable after the Time of Termination); (ii) years following The acceleration of exercisability of the date Option provided for in clause (i) hereof will not occur in the event that the Optionee has committed an act which constitutes Cause, which shall be determined by the Committee acting in its sole discretion, irrespective of whether such action or the Committee’s determination occurs before or after termination of employmentthe Optionee’s employment with the Company or any Subsidiary. (c) In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated for any reason other than death, Disability or Retirement, all rights of the Optionee under the Plan and this Agreement will immediately terminate without notice of any kind, and this Option will 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, this Option will remain exercisable to the extent exercisable as of such termination for a period of three months after such termination (but not in no event will this Option be exercisable after the Expiration DateTime of Termination).