Common use of Termination of Employment or Relationship as a Director or Consultant Clause in Contracts

Termination of Employment or Relationship as a Director or Consultant. In the event an Optionee’s continual status as an employee, director, or consultant (other than upon the Optionee’s death or disability) shall terminate prior to the Expiration Date, then this Option shall expire ninety days after the termination of the later of employment with the Company or such affiliation with the Company for any reason, or for no reason, unless: 4.1 such termination of employment or affiliation is due to Optionee’s permanent or total disability (within the meaning of Section 422(c)(6) of the Code), in which event the Option shall expire on the earlier of the Expiration Date set forth above, or twelve months following such termination of employment or affiliation; 4.2 such termination of employment or affiliation is due to Optionee’s death, in which event the Option shall expire on the earlier of the Expiration Date set forth above or eighteen months after Optionee’s death; or 4.3 exercise of the Option within ninety days after termination of employment or affiliation with the Company would result in liability of the Optionee under Section 16(b) of the Securities Exchange Act of 1934 (arising, for example, from a non-exempt purchase), in which case the Option will expire on the earlier of (a) the Expiration Date set forth above, (b) the tenth day after the last day upon which exercise would result in such liability, or (c) six months and ten days after the termination of Optionee’s employment or affiliation. This Option may be exercised following termination of employment or affiliation only as to that number of Optioned Shares as to which it was exercisable on the date of termination of employment or affiliation under the provisions of this Option Agreement.

Termination of Employment or Relationship as a Director or Consultant. In the event an Optionee’s continual status as an employee, director, or consultant (other than upon the Optionee’s death or disability) shall terminate prior to the Expiration Date, then this Option shall expire ninety days after the termination of the later of employment with the Company or such affiliation with the Company for any reason, or for no reason, unless: 4.1 such termination of employment or affiliation is due to Optionee’s permanent or total disability (within the meaning of Section 422(c)(6) of the Code), in which event the Option shall expire on the earlier of the Expiration Date set forth above, or twelve months following such termination of employment or affiliation; 4.2 such termination of employment or affiliation is due to Optionee’s death, in which event the Option shall expire on the earlier of the Expiration Date set forth above or eighteen months after Optionee’s death; or; 4.3 exercise of the Option within ninety days after termination of employment or affiliation with the Company would result in liability of the Optionee under Section 16(b) of the Securities Exchange Act of 1934 (arising, for example, from a non-exempt purchase), in which case the Option will expire on the earlier of (a) the Expiration Date set forth above, (b) the tenth day after the last day upon which exercise would result in such liability, or (c) six months and ten days after the termination of Optionee’s employment or affiliation; or 4.4 such termination of employment or affiliation is due to a termination without Cause by the Company or a resignation for Good Reason by Optionee, in which event the Option shall expire on the earlier of the Expiration Date set forth above, or twenty-four months following such termination of employment or affiliation. This Option may be exercised following termination of employment or affiliation only as to that number of Optioned Shares as to which it was exercisable on the date of termination of employment or affiliation under the provisions of this Option Agreement.

Termination of Employment or Relationship as a Director or Consultant. 4.1 In the event an Optionee’s continual status as an employee, director, or consultant (other than upon the Optionee’s death or disability) shall terminate terminates prior to the Expiration Date, then this Option shall expire ninety days after the termination date of the later of employment with the Company or such affiliation with the Company for any reason, or for no reasontermination, unless: 4.1 4.1.1 such termination of employment or affiliation is due to Optionee’s permanent or total disability (within the meaning of Section 422(c)(6) of the Code), in which event the Option shall expire on the earlier of the Expiration Date set forth above, or twelve months following such termination of employment or affiliation; 4.2 4.1.2 such termination of employment or affiliation is due to Optionee’s death, in which event the Option shall expire on the earlier of the Expiration Date set forth above or eighteen months after Optionee’s death; 4.1.3 such termination of employment or affiliation is due to Optionee’s Retirement (as defined in the Plan), in which event the Option shall expire on the Expiration Date; or 4.3 4.1.4 exercise of the Option within ninety days after termination of employment or affiliation with the Company would result in liability of the Optionee under Section 16(b) of the Securities Exchange Act of 1934 (arising, for example, from a non-exempt purchase), in which case the Option will expire on the earlier of (a) the Expiration Date set forth above, (b) the tenth day after the last day upon which exercise would result in such liability, or (c) six months and ten days after the termination of Optionee’s employment or affiliation. . 4.2 This Option may be exercised following termination of employment or affiliation only as to that number of Optioned Shares as to which it was exercisable on the date of termination of employment or affiliation under the provisions of this Option Agreement. Notwithstanding the foregoing, if such termination of employment or affiliation is due to the Optionee’s Retirement, the Option may be exercised to that number of Optioned Shares that would have been exercisable had the Optionee remained an Employee, Director or Third Party Service Provider for an additional two years from the date of Retirement. 4.3 With respect to Canadian employees, for purposes of determining the date of termination for purposes hereunder, other then under paragraphs 4.1.1, 4.1.2, 4.1.3, and 4.1.4, the date of termination shall be the date notice of termination is delivered to an employee and shall not include any reasonable notice of determination period required by law.

Termination of Employment or Relationship as a Director or Consultant. In the event an Optionee’s continual status as an employee, director, or consultant Continuous Service (other than upon the Optionee’s death or disability) shall terminate prior to the Expiration Date, then this Option shall expire ninety days after the termination of the later of employment with the Company or such affiliation with the Company Continuous Service for any reason, or for no reason, unless: 4.1 such termination of employment or affiliation Continuous Service is due to Optionee’s permanent or total disability (within the meaning of Section 422(c)(6) of the Code), in which event the Option shall expire on the earlier of the Expiration Date set forth above, or twelve months following such termination of employment or affiliationContinuous Service; 4.2 such termination of employment or affiliation Continuous Service is due to Optionee’s death, in which event the Option shall expire on the earlier of the Expiration Date set forth above or eighteen months after Optionee’s death; or 4.3 exercise of the Option within ninety days after termination of employment or affiliation Continuous Service with the Company would result in liability of the Optionee under Section 16(b) of the Securities Exchange Act of 1934 (arising, for example, from a non-exempt purchase), in which case the Option will expire on the earlier of (a) the Expiration Date set forth above, (b) the tenth day after the last day upon which exercise would result in such liability, or (c) six months and ten days after the termination of Optionee’s employment or affiliationContinuous Service. This Option may be exercised following termination of employment or affiliation Continuous Service only as to that number of Optioned Shares as to which it was exercisable on the date of termination of employment or affiliation Continuous Service under the provisions of this Option Agreement.