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

Termination of Employment or Service Relationship. This Option may be exercised only while Optionee remains an employee of or a service provider to the Company and will terminate and cease to be exercisable upon termination of Optionee’s employment or service relationship with the Company, except that: (i) If Optionee’s employment or service relationship with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised by Optionee (or Optionee’s legal representative) at any time during the period of one year following such termination, but only as to the number of shares of Stock Optionee was entitled to purchase hereunder as of the date Optionee’s employment or service relationship so terminates. (ii) If Optionee dies while in the employ of or providing services to the Company, Optionee’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Optionee, may exercise this Option at any time during the period of one year following the date of Optionee’s death, but only as to the number of shares of Stock Optionee was entitled to purchase hereunder as of the date of Optionee’s death. (iii) If Optionee’s employment or service relationship with the Company terminates for any reason other than as described in Section 3(c)(i) or (ii) above, unless such employment or service relationship is terminated for cause, this Option may be exercised by Optionee at any time during the period of three months following such termination, or by Optionee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Optionee) during a period of one year following Optionee’s death if Optionee dies during such three month period, but, in each case, only as to the number of shares of Stock Optionee was entitled to purchase hereunder as of the date Optionee’s employment or service relationship so terminates. As used in this Section 3(c)(iii), the term “cause” shall mean Optionee (A) has been convicted of a misdemeanor involving moral turpitude or of a felony, (B) has engaged in gross negligence or willful misconduct in the performance of Optionee’s duties as an employee of or service provider to the Company, or (C) has materially breached any material provision of any written agreement between Optionee and the Company or any of its Affiliates. If Optionee is terminated for cause, this Option shall not be exercisable for any period following such termination. If Optionee is on leave of absence for any reason, the Company may, in its sole discretion, determine that Optionee will be considered to still be in the employ of or providing services to the Company, provided that rights to the Option will be limited to the extent to which those rights were earned or vested when the leave of absence began. In addition, the terms and provisions of the employment agreement, if any, between Optionee and the Company or any Affiliate (the “Employment Agreement”) that relate to or affect the Option are incorporated herein by reference. Notwithstanding any provision of this Section 3 to the contrary, in the event of any conflict or inconsistency between the terms and conditions of this Section 3 and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall be controlling.

Termination of Employment or Service Relationship. This Option may be exercised only while Optionee remains an employee of or a service provider to the Company and will terminate and cease to be exercisable upon termination of Optionee’s employment or service relationship with the Company, except that: (i) If Optionee’s employment or service relationship with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised by Optionee (or Optionee’s legal representative) at any time during the period of one year following such termination, but only as to the number of shares of Stock Optionee was entitled to purchase hereunder as of the date Optionee’s employment or service relationship so terminates. (ii) If Optionee dies while in the employ of or providing services to the Company, Optionee’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Optionee, may exercise this Option at any time during the period of one year following the date of Optionee’s death, but only as to the number of shares of Stock Optionee was entitled to purchase hereunder as of the date of Optionee’s death. (iii) If Optionee’s employment or service relationship with the Company terminates for any reason other than as described in Section 3(c)(i) or (ii) above, unless such employment or service relationship is terminated for cause, this Option may be exercised by Optionee at any time during the period of three months following such termination, or by Optionee’s estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Optionee) during a period of one year following Optionee’s death if Optionee dies during such three month period, but, in each case, only as to the number of shares of Stock Optionee was entitled to purchase hereunder as of the date Optionee’s employment or service relationship so terminates. As used in this Section 3(c)(iii), the term “cause” shall mean Optionee (A) has been convicted of a misdemeanor involving moral turpitude or of a felony, (B) has engaged in gross negligence or willful misconduct in the performance of Optionee’s duties as an employee of or service provider to the Company, or (C) has materially breached any material provision of any written agreement between Optionee and the Company or any of its Affiliates. If Optionee is terminated for cause, this Option shall not be exercisable for any period following such termination. If Optionee is on leave of absence for any reason, the Company may, in its sole discretion, determine that Optionee will be considered to still be in the employ of or providing services to the Company, provided that rights to the Option will be limited to the extent to which those rights were earned or vested when the leave of absence began. In addition, the terms and provisions of the employment agreement, if any, between Optionee and the Company or any Affiliate (the “"Employment Agreement”) that relate to or affect the Option are incorporated herein by reference. Notwithstanding any provision of this Section 3 to the contrary, in the event of any conflict or inconsistency between the terms and conditions of this Section 3 and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall be controlling.